Auditor Report of RSWM Ltd.

Mar 31, 2018

Report on the Standalone Financial Statements

We have audited the accompanying Standalone financial statements of RSWM Limited (“the Company"), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and Statement of Changes in Equity 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

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 including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act read with relevant rules issued thereunder.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements 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

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

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

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 misstatement.

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 judgement, 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. 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.

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

In our opinion and to the best of our information and knowledge 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 financial position of the Company as at March 31, 2018, and its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

(d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act read with relevant rule issued thereunder.

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

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - refer Note no. 45 to the financial statement;

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

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31, 2018.

Other Matters

The financial statements of the Company for the year ended March 31, 2017 have been audited by one of the predecessor joint auditor with S.S. Kothari Mehta & Co. who have expressed an unmodified opinion on the financial statement. Our opinion is not modified in respect of this matter.

Annexure ‘A’ to the Independent Auditors’ Report to the members of RSWM Limited

Report on the Matters Specified in Paragraph 3 of the Companies (Auditor’s Report) Order, 2016 (“the Order’) issued by the Central Government of India in terms of section 143(11) of the Companies Act, 2013 (“the Act”) as referred to in paragraph 1 of ‘Report on Other Legal and Regulatory Requirements’ Section

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

(b) The Company has physically verified these fixed assets as per its program of physical verification that covers every item of fixed assets over a period of three years. No material discrepancies were noticed on such verification;

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

(ii) The physical verification of inventory has been conducted at reasonable intervals by the management. No material discrepancies were noticed on such physical verification;

(iii) The Company has not granted loans, secured or unsecured, to companies, firms and limited liability partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Therefore sub – clauses (iii) (a), (iii) (b) & (iii) (c) of the Order are not applicable.

(iv) According to the information and explanation given to us, the company has complied with the provisions of sections 185 and 186 of Act, with respect to the loans, investments, guarantees, and securities made.

(v) As per information and explanation provided to us, the Company has not accepted any public deposits during the year. Further, we have not come across any such deposit(s) nor the management has reported any such deposit(s), therefore the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed thereunder are not applicable.

(vi) We have broadly reviewed the books and records required to be maintained as specified by the Central Government under sub-section (l) of section 148 of the Companies Act, 2013 and we are of the opinion that prima facie, the prescribed accounts and records are being maintained.

(vii) (a) The Company is generally regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues applicable to it to the appropriate authorities. There are no arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

(b) The particulars of dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax have not been deposited on account of any dispute are as under:

Nature of Statute	Nature of dues	Amount Rs. in Lakhs)*	Period to which the amount relates	Forum where dispute is pending
Income Tax Act, 1961	Income Tax Demands	4.95	1999-2000	Honorable High Court, Jodhpur Rajasthan
Income Tax Act, 1961	Income Tax Demands	20.87	2004-2005	Honorable High Court, Jodhpur Rajasthan
Income Tax Act, 1961	Income Tax Demands	8.45	2003-2004	Honorable High Court, Jodhpur Rajasthan
Income Tax Act, 1961	Income Tax Demands	322.72	2005-2006	Honorable High Court, Jodhpur Rajasthan
Income Tax Act, 1961	Income Tax Demands	69.38	2006-2007	Honorable High Court, Jodhpur Rajasthan
Income Tax Act, 1961	Income Tax Demands	521.33	2004-2005	Honorable High Court, Jodhpur Rajasthan
Income Tax Act, 1961	Income Tax Demands	26.45	2003-2004	Honorable High Court, Karnataka
Income Tax Act, 1961	Income Tax Demands	14.02	2007-2008, 2008-2009	Honorable High Court, Jodhpur Rajasthan
Income Tax Act, 1961	Income Tax Demands	86.53	2010-11	ITAT Bengaluru
Income Tax Act, 1961	Income Tax Demands	685.66	2012-13	Commissioner of Income Tax (Appeals)
Central Sales Tax Act and Local Sales Tax	Sales Tax Demand	8.48	1998-99	Honorable High Court, Jodhpur Rajasthan
Central Sales Tax Act and Local Sales Tax	Sales Tax Demand	8.14	2001-2002	Honorable High Court, Jodhpur Rajasthan

Nature of Statute	Nature of dues	Amount Rs. in Lakhs)*	Period to which the amount relates	Forum where dispute is pending
Central Sales Tax Act and Local Sales Tax	Sales Tax Demand	2.10	2001-2002	Honorable High Court, Jodhpur Rajasthan
Central Sales Tax Act and Local Sales Tax	Sales Tax Demand	0.59	1995-1996	Dy.Commissioner (A), Tripur
Central Sales Tax Act and Local Sales Tax	Sales Tax Demand	0.36	1996-1997	Dy.Commissioner (A), Tripur
Central Sales Tax Act and Local Sales Tax	Sales Tax Demand	0.65	1983-1984	Honorable High Court, Jodhpur Rajasthan
Central Sales Tax Act and Local Sales Tax	Sales Tax Demand	3.47	1983-1984	Honorable High Court, Jodhpur Rajasthan
Central Sales Tax Act and Local Sales Tax	Sales Tax Demand	3.44	2006-07	Honorable High Court, Jodhpur Rajasthan
Central Excise Act	Excise Duty Demand	23.56	2005-06	DC Central Excise, Bhilwara
Custom Act	Custom Duty Demand in Coal	58.55	2013-2014	CESTAT, Ahmedabad

* Excluding interest, penalty and net of amount deposited under protest.

(viii) The Company has not defaulted in repayment of loans or borrowings to a financial institution, bank or government. The Company has not issued any debentures.

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year. Term loans were applied for the purposes for which those are raised.

(x) During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management.

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

(xii) The Company is not a Nidhi Company, hence clause (xii) of para 3 of the Order is not applicable to the Company.

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

(xiv) The company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under audit.

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

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

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) as referred to in paragraph 2(f) of ‘Report on Other Legal and Regulatory Requirements’ section

We have audited the internal financial controls over financial reporting of RSWM LIMITED (“the Company") as of March 31, 2018 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 management is responsible for establishing and maintaining internal financial controls based on “the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India". These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit.

We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note") and the Standards on Auditing prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness.

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

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

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

Opinion

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

For Lodha & Co. For S S Kothari Mehta & Co.

Chartered Accountants Chartered Accountants

FRN : 301051E FRN : 000756N

N K Lodha Yogesh K. Gupta

Partner Partner

M. No. 085155 M. No. 093214

Place : Noida

Date : May 10, 2018

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Mar 31, 2015

We have audited the accompanying standalone financial statements of RSWM 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 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 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 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 these standalone 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 standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

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 misstatement.

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.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of Section 143(11) 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 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 - Refer Note 51 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, on long- term contracts including derivative contracts - Refer Note 45 on 'Hedge Accounting' to the financial statements;

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 Independent Auditors' Report

Annexure referred to in paragraph 1 of 'Report on Other Legal and Regulatory Requirements' of the Independent Auditor's Report of even date to the members of RSWM Limited on its standalone financial statements as of and for the year ended March 31, 2015.

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

(b) The Company has a program of physical verification of fixed assets that covers every item of fixed assets over a period of three years. In our opinion, this periodicity and manner of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification undertaken during the year;

(ii) (a) The physical verification of inventory has been conducted at reasonable intervals during the year by the management;

(b) 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) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification of inventory;

(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, 2013. Therefore sub - clauses (iii) (a) & (iii) (b) of the Order are not applicable;

(iv) 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. There is no continuing failure to correct major weaknesses in the internal control system;

(v) As the Company has not accepted deposits, the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under, are not applicable;

(vi) We have broadly reviewed the books and records required to be maintained as specified by the Central Government under sub-section (l) of section 148 of the Companies Act, 2013 and we are of the opinion that prima facie, the prescribed accounts and records have been maintained;

(vii) (a) The Company is regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, customs and excise duty, value added tax, cess and other statutory dues with the appropriate authorities. There are no arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable;

(b) The particulars of dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess that have not been deposited on account of any dispute are as under:

S.No. Nature of Statutory dues Amount Disputed (Amount deposited under protest) As at 31st March, Rs. in lac

1 Excise Duty CESTAT, New Delhi 8.51

2 Service Tax

(a) CESTAT, New Delhi 217.05

(b) Commissioner (Appeals), Jaipur -

3 TC Cess Appellate Tribunal, Mumbai 17.25

4 Entry Tax - Rajasthan High Court

S.No. Nature of Statutory dues Amount Disputed (Amount deposited 2015 under protest) As at 31st March, 2014 Rs. in lac



1 Excise Duty CESTAT, New Delhi 8.51

2 Service Tax

(a) CESTAT, New Delhi 217.05

(b) Commissioner (Appeals), Jaipur -

3 TC Cess Appellate Tribunal, Mumbai 17.25

4 Entry Tax 1140.11 Rajasthan High Court

(c) The amount 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 thereunder has been transferred to such fund within time;

(viii) The Company has been registered for a period of more than five years. The Company has no accumulated losses at the end of the financial year. It has neither incurred cash losses in this financial year nor in the immediately preceding financial year;

(ix) The Company has not defaulted in repayment of dues to a financial institution or bank. The Company has not issued any debentures;

(x) The Company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the Company;

(xi) The term loans were applied for the purpose for which the loans were obtained;

(xii) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year except a fraudulent encashment of a fake cheque of H7.95 lacs from a bank account of the Company by a person not connected with the Company. The amount has since been repaid to the Company by the concerned bank.

For S. Bhargava Associates For S. S. Kothari Mehta & Co Chartered Accountants Chartered Accountants Firm Registration No.003191C Firm Registration No.000756N

Sunil Bhargava K K Tulshan Partner Partner Membership No. 70964 Membership No. 85033

Place: Kharigram, Rajasthan Date: 8th May 2015

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Mar 31, 2014

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

Managements 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 standards notified under the Companies Act, 1956 ("the Act") read with general circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

read with accounting policies and notes on accounts, 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 31 March 2014.

b) In the case of the statement of profit and loss, of the profit for the year ended on that date, and

c) In the case of the cash flow statement, of the cash flows for the year ended on that date.

Report on other legal and regulatory requirements

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

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

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary 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 notified under the Companies Act, 1956 read with general circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act 2013.

e) On the basis of written representations received from the directors as on 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.

Re: RSWM Limited (the company)

(i) (a) The fixed assets registers showing full particulars including quantitative details and situation of the assets are being maintained at respective units, are updated at each unit on an ongoing basis.

(b) The fixed assets are physically verified by the management in a phased programme designed to cover all the assets over a period of three years which in our opinion, is reasonable having regards to the size of the company and the nature of its assets. Pursuant to the said programme, a portion of fixed assets has been physically verified by the management during the year and no serious discrepancies were noticed on such verification between the book records and physical assets. These discrepancies have been properly dealt with in the books of accounts.

(c) The company has not sold any substantial part of plant & machinery during the year.

(ii) (a) The 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 information and explanation given to us, the procedure of physical verification of inventory followed by the management is 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 and the discrepancies noticed on physical verification have been dealt adequately in the books of accounts.

(iii) (a) The company has granted interest free unsecured loan to a subsidiary covered in the register maintained under Section 301 of the companies Act 1956. The amount outstanding at the end of the year is Rs. 60 lacs and the maximum amount outstanding during the year was Rs. 60 lacs.

(b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such loans are not prima facie prejudicial to the interest of the Company, as disclosed in note no 35 to the financial statements.

(c) There is no overdue amount outstanding as at the balance Sheet date.

(d) The company had not taken any loan from any party covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) On the basis of selective checks carried out during the course of audit and explanations given to us, adequate internal control systems commensurate with the size of the company and nature of its business, for purchase of inventory & fixed assets and for sale of goods and services have been devised by the management and is being generally followed. Further, on the basis of our examination of the books and records of the company, and according to information and explanations 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) (a) On the basis of our examination and as per information given to us all the contracts or arrangements are needed to be entered into the register maintained in pursuance of section 301 of the Companies Act, have been recorded in the register. (b) On the basis of our examination and as per information and explanation given by the management, the price of the goods and materials purchased / of sale of goods, materials and services made pursuant to contracts entered in register maintained under section 301 of the Companies Act, 1956, in respect of each party is reasonable having regard to the prevailing market price at the relevant time. However, in respect of few transactions of goods and services, comparable market prices are not available.

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

(vii) We have broadly reviewed the records including the books of accounts made and maintained by the company pursuant to the rules made by the central government for maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956, and are of the opinion that prima-facie the prescribed accounts and records have been made and maintained.

(viii) (a) According to the information and explanation given to us and the records examined by us, the company has generally been regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and any other statutory dues with the appropriate authorities. Further, there were no undisputed arrears of statutory dues outstanding as at March 31, 2014, for a period of more than six months from the date they became payable.

(b) According to the records of the company and nformation given to us, the particulars of statutory dues of the sales tax, income tax, customs duty wealth tax, excise duty and cess which have not been deposited on account of disputes and the forum where the dispute is pending are given hereunder:

(in Lacs)

As at As at

SL. 31st March, 31st March,

NO Particulars 2014 2013

1 EXCISE DUTY 8.51 8.51 CESTAT, New Delhi

2 SERVICE TAX

A) CESTAT, New Delhi 217.05 204.21

B) Commissioner(Appeals), 0.00 37.94 Jaipur

3 CESS 17.25 17.25 Appellate Tribunal,

Mumbai

4 ENTRY TAX

Rajasthan High Court, 1,140.11 1,022.50

Double Bench, Jodhpur

Total 1,157.36 1,002.79

(ix) There are no accumulated losses in the company as on March 31, 2014. Further, the company has not incurred cash losses during the financial year covered by our audit.

(x) Based on our audit procedures and as per the nformation and explanations given by the management we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(xi) On the basis of examination of records of the company and information and explanation given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xii) As per information and explanation given by the management the terms & conditions on which the company has given guarantee for loans taken by others from banks or financial institutions are prima-facie not prejudicial to the interest of the company

(xiii) Based on information and explanation given by the management, the term loans have been applied for the purposes they were raised.

(xiv) According to the information and explanation given to us and on an overall examination of the cash flow statement of the company for the year, we report that no funds raised on short-term basis have been used for long term investment.

(xv) The company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the act.

(xvi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the year

According to the information and explanations given to auditors and as per representation made by the company clause (vi), (xiii), (xiv), (xix) and (xx) under section 227(4A) of the Act as required to be reported under the Order, are not applicable to the company during the year ended March 31 2014.

For S.BHARGAVA ASSOCIATES For A.L.CHECHANI & CO.

Firm registration no.: 003191C Firm registration no.:

005341C Chartered Accountants Chartered Accountants

per Sunil Bhargava per Sunil Surana

Partner Partner

Membership No.: 70964 Membership No.: 36093

Place : Noida

Date : April 22, 2014

---

Mar 31, 2013

Report on the financial statements

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

Management''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 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, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a 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, read with accounting policies and notes on accounts, 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 31st March, 2013

b) in the case of the statement of profit and loss, of the profit for the year ended on that date, and

c) in the case of the cash flow statement, of the cash flows for the year ended on that date.

Emphasis of matter

We draw attention to the following notes in the financial statements:

a) Note no 33 to the financial statements, elaborating the accounting treatment for promotional benefits under Status Holder incentive Scheme (SHiS), based on legal and expert opinions;

b) note no 34 to the financial statements, relating to treatment for assets held for sale based on contingent contracts of sale; and

our opinion is not qualified in respect of these matters.

Report on other legal and regulatory requirements

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

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

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary 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 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, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure to Auditor''s 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 fixed assets registers showing full particulars including quantitative details and situation of the assets are being maintained at respective units, are updated at each unit on an ongoing basis.

(b) the fixed assets are physically verified by the management in a phased programme designed to cover all the assets over a period of three years, which in our opinion, is reasonable having regards to the size of the Company and the nature of its assets. pursuant to the said programme, a portion of fixed assets has been physically verified by the management during the year and no serious discrepancies were noticed on such verification between the book records and physical assets. these discrepancies have been properly dealt with in the books of accounts.

(c) the Company has not sold any substantial part of plant & machinery during the year.

(ii) (a) the 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 information and explanation given to us, the procedure of physical verification of inventory followed by the management is 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 and the discrepancies noticed on physical verification have been dealt adequately in the books of accounts.

(iii) (a) the Company has granted interest free unsecured loan to a subsidiary covered in the register maintained under Section 301 of the Companies Act, 1956. the amount outstanding at the end of the year is Rs.60 lacs and the maximum amount outstanding during the year was Rs.1,200 lacs.

(b) in our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such loans are not prima facie prejudicial to the interest of the Company, as disclosed in note no 36 to the financial statements.

(c) there is no overdue amount outstanding as at the Balance Sheet date.

(d) the Company had not taken any loan from any party covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) on the basis of selective checks carried out during the course of audit and explanations given to us, adequate internal control systems commensurate with the size of the Company and nature of its business, for purchase of inventory & fixed assets and for sale of goods and services have been devised by the management and is being generally followed. Further, on the basis of our examination of the books and records of the Company, and according to information and explanations 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) (a) on the basis of our examination and as per information given to us all the contracts or arrangements are needed to be entered into the register maintained in pursuance of section 301 of the Companies Act, have been recorded in the register.

(b) on the basis of our examination and as per information and explanation given by the management, the price of the goods and materials purchased / of sale of goods, materials and services made pursuant to contracts entered in register maintained under section 301 of the Companies Act, 1956, in respect of each party is reasonable having regard to the prevailing market price at the relevant time. However, in respect of few transactions of goods and services, wherein comparable market prices are not available, the prices are considered reasonable.

(vi) As per information and explanations given to us, during the year the Company has not accepted deposits from public to which the provisions of Section 58A of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975 apply

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

(viii)We have broadly reviewed the records including the books of accounts made and maintained by the Company pursuant to the rules made by the central government for maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956, and are of the opinion that prima-facie the prescribed accounts and records have been made and maintained.

(ix) (a) According to the information and explanation given to us and the records examined by us, the Company has generally been regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employee''s state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and any other statutory dues with the appropriate authorities. Further, there were no undisputed arrears of statutory dues outstanding as at 31st March, 2013, for a period of more than six months from the date they became payable except payment of service tax on management consultancy services, which has been paid before approval of accounts.

(b) According to the records of the Company and information given to us, the particulars of statutory dues of the sales tax, income tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of disputes and the forum where the dispute is pending are given hereunder:

(Rs. in Lacs)

S Particulars As at As at No. 31st March, 31st March, 2013 2012

1 EXCISE DUTY 8.51 8.51 CESTAT, New Delhi

2 service tax

A) CESTAT, New Delhi 204.21 204.21

B) Commissioner(Appeals), 37.94 37.94 Jaipur

3 CESS

Appellate Tribunal, Mumbai 17.25 17.25

4 Entry Tax

Rajasthan High Court, Double Bench, Jodhpur 1,022.50 985.54

Total 1,290.41 1,002.79

(x) There are no accumulated losses in the Company as on 31st March, 2013. Further, the Company has not incurred cash losses during the financial year covered by our audit.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(xii) on the basis of examination of records of the Company and information and explanation given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or nidhi / mutual benefit fund / society. Therefore, the provisions of clauses 4 (xiii) of the Companies (Auditor''s Report) order, 2003 are not applicable to the Company.

(xiv) On the basis of examination of books and records of the Company and information and explanation given by the management, the Company is not dealing or trading in shares, securities, debentures and other investment. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) order, 2003 (as amended) are not applicable to the Company.

(xv) As per information and explanation given by the management the terms & conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are prima-facie not prejudicial to the interest of the Company.

(xvi) Based on information and explanation given by the management, the term loans have been applied for the purposes they were raised.

(xvii) According to the information and explanation given to us and on an overall examination of the cash flow statement of the Company for the year, we report that no funds raised on short-term basis have been used for long term investment.

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the act.

(xix) The Company has not issued any debentures whether secured or unsecured during the year.

(xx) The Company has not raised any money through public issue during the year covered by our report.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For S.BHARGAVA ASSOCIATES For A.L.CHECHANI & CO.

Firm registration number: 003191C Firm registration number: 005341C

Chartered Accountants Chartered Accountants

per Sunil Bhargava per Sunil Surana

Partner Partner

Membership No.: 70964 Membership No.: 36093

Place : Noida

Date : May 1, 2013

---

Mar 31, 2012

We have audited the attached Balance Sheet of RSWM Limited as at March 31, 2012, and also the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These Financial Statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these Financial Statements based on our audit.

We conducted our audit in accordance with generally accepted Auditing Standards 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.

As required by the Companies (Auditor's Report) Order, 2003 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 paragraphs 4 and 5 of the said order.

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 purposes 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, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account.

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

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

In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with notes with respect to change in accounting policy (mentioned under Note no 47 in the Financial Statements) and other notes thereon 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 generally accepted Accounting Principles in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012,

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

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

Annexure to the Auditors Report

Annexure referred to in paragraph 3 of our report of even date to the Shareholders of RSWM Limited on accounts for the year ended March 31, 2012.

i) a) The Fixed Assets registers showing full particulars including quantitative details and situation of the assets are being maintained at respective units, up-dation of which are under completion.

b) The Fixed Assets are physically verified by the Management in a phased programme designed to cover all the assets over a period of three years, which in our opinion, is reasonable having regards to the size of the Company and the nature of its assets. Pursuant to the said programme, a portion of Fixed Assets has been physically verified by the Management during the year and no serious discrepancies were noticed on such verification between the book records and physical inventory, which have been properly dealt with in the books of accounts.

c) The Company has not sold any substantial part of Plant and Machinery during the year.

ii) a) The 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 information and explanation given to us, the procedure of physical verification of inventory followed by the Management is 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 and the discrepancies noticed on physical verification have been dealt adequately in the books of accounts.

iii) a) The Company has granted unsecured loan to a subsidiary

covered in the register maintained under Section 301 of the Companies Act, 1956. The amount outstanding at the end of the year is Rs. 1,200 Lacs and the maximum amount outstanding during the year was Rs. 1,200 Lacs.

b) The payment of interest on such loans is regular, wherever applicable. The payments of principal amount are also regular, wherever demanded during the year.

c) There is no overdue amount outstanding as at the Balance Sheet date.

d) The Company had not taken any loan from any party covered in the register maintained under Section 301 of the Companies Act, 1956.

iv) On the basis of selective checks carried out during the course of audit and explanations given to us, adequate internal control systems commensurate with the size of the Company and nature of its business, for purchase of inventory and Fixed Assets and for sale of goods and services have been devised by the Management and is being generally followed. Further, on the basis of our examination of the books and records of the Company, and according to information and explanations 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) a) On the basis of our examination and as per information given to us all the contracts or arrangements are needed to be entered into the register maintained in pursuance of Section 301 of the Companies Act, 1956, have been recorded in the register.

b) On the basis of our examination and as per information and explanation given by the Management, the price of the goods and materials purchased / of sale of goods, materials and services made pursuant to contracts entered in register maintained under Section 301 of the Companies Act, 1956, in respect of each party is reasonable having regard to the prevailing market price at the relevant time.

vi) We are explained that during the year the Company has not accepted deposits from public to which the provisions of Section 58A of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975 apply.

vii) In our opinion, the Company has an Internal Audit System commensurate with its size and nature of its business.

viii) We have broadly reviewed the records including the books of accounts made and maintained by the Company pursuant to the rules made by the Central Government for maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956, and are of the opinion that prima-facie the prescribed accounts and records have been made and maintained.

ix) a) According to the information and explanation given to us

and the records examined by us, the Company has generally been regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee's State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities. Further, there were no undisputed arrears of statutory dues outstanding as at March 31, 2012, for a period of more than six months from the date they became payable.

b) According to the records of the Company and information given to us, the particulars of statutory dues of the Sales Tax, Income Tax, Customs Duty, Wealth Tax, Excise Duty and Cess which have not been deposited on account of disputes and the forum where the dispute is pending are given hereunder:

(Rs. in Lacs) As at As at March 31, March 31,

No. Particulars 2011 2011

1 EXCISE DUTY

CESTAT, New Delhi 8.51 8.51

2 SERVICE TAX

A) CESTAT, New Delhi 204.21 183.75

B) Commissioner (Appeals),

Jaipur 37.94 15.30

3 CESS

Appellate Tribunal, Mumbai 17.25 17.25

4 OCTROI

Rajasthan High Court, Single

Bench, Jaipur 0 167.90

5 Entry Tax

Rajasthan High Court,

Double Bench, Jodhpur 985.54 687.11

Total 1,253.45 872.26

x) There are no accumulated losses in the Company as on March 31, 2012. Further, the Company has not incurred cash losses during the financial year covered by our audit.

xi) Based on our examination of books and records of the Company and on the basis of information and explanation given by the Management, the Company has been regular in repayment of its dues to the financial institutions or banks, except in case of disputed amounts of interest due to Bank of Maharashtra. (Refer Note no. 35 in Financial Statements).

xii) On the basis of examination of records of the Company and information and explanation given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) In our opinion, the Company is not a chit fund or nidhi / mutual benefit fund / society. Therefore, the provisions of clauses 4 (xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

xiv) On the basis of examination of books and records of the Company and information and explanation given by the Management, the Company is not dealing or trading in shares, securities, debentures and other investment.

xv) As per information and explanation given by the Management, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are prima-facie not prejudicial to the interest of the Company.

xvi) As per information and explanation given by the Management, the term loans have been applied for the purposes they were raised.

xvii) According to the information and explanation given to us and on an overall examination of the Cash Flow Statement of the Company for the year, we report that no funds raised on short-term basis have been used for long term investment.

xviii) The Company has not made any preferential allotment of shares to parties or Companies covered in the register maintained under Section 301 of the Companies Act, 1956.

xix) The Company has not issued any debentures whether secured or unsecured during the year.

xx) The Company has not raised any money through public issue during the year covered by our report.

xxi) As per the information and explanation given to us, no fraud by the Company has been noticed or reported during the year covered by our report.

For S. Bhargava Associates For A. L. Chechani & Co.

Chartered Accountants Chartered Accountants

Firm Reg. No.: 003191C Firm Reg. No.: 005341C

per Sunil Bhargava per Sunil Surana

Partner Partner

Membership No.: 70964 Membership No.: 36093

Place: Noida

Dated: May 4, 2012

---

Mar 31, 2011

We have audited the attached Balance Sheet of RSWM Limited as at 31st March, 2011, and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by the Companies (Auditor's Report) Order, 2003 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 paragraphs 4 and 5 of the said Order.

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 purposes 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, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

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

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 (1) of Section 274 of the Companies Act, 1956;

In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with notes thereon 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, 2011.

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

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

Annexure to the Auditors Report

Annexure referred to in paragraph 3 of our report of even date to the Shareholders of RSWM Limited on accounts for the year ended 31st March, 2011.

i) a) The Fixed Assets registers showing full particulars including quantitative details and situation of the assets are being maintained at respective units, up-dation of which are under completion.

b) The Fixed Assets are physically verified by the Management in a phased programme designed to cover all the Assets over a period of three years, which in our opinion, is reasonable having regards to the size of the Company and the nature of its assets. Pursuant to the said programme, a portion of Fixed Assets has been physically verified by the Management during the year and no serious discrepancies were noticed on such verification between the book records and physical inventory.

c) The Company had not sold any substantial part of Plant & Machinery during the year.

ii) a) The 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 information and explanation given to us, the procedure of physical verification of inventory followed by the Management is 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 and the discrepancies noticed on physical verification have been dealt adequately in the Books of Accounts.

iii) a) The Company has granted unsecured loan to 2 parties covered in the register maintained under Section 301 of the Companies Act, 1956. The amount outstanding at the end of the year is Rs.1200 lac and the maximum amount outstanding during the year was Rs.2044.37 lac.

b) Loan to wholly owned overseas subsidiary of Rs.640.17 lacs was interest free and being irrecoverable has been written off as normal trading losss (Refer Note No:6 of "Notes on Accounts" Schedule 16 B). In respect of the other Loans granted these are repayable on demand, the rate of interest and other terms and conditions are prima-facie not prejudicial to the interest of the Company.

c) The payment of interest on such loans is regular, wherever applicable. The payments of principal amount are also regular, wherever demanded during the year.

d) There is no overdue amount outstanding as at the Balance Sheet date.

e) The Company had not taken any loan from any party covered in the register maintained under Section 301 of the Companies Act, 1956.

iv) On the basis of selective checks carried out during the course of audit and explanations given to us, adequate internal control systems commensurate with the size of the Company and nature of its business, for purchase of inventory and fixed assets and for sale of goods and services have been devised by the management and is being generally followed. Further on the basis of our examination of the books and records of the Company, and according to information and explanations 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) a) On the basis of our examination and as per information given to us all the contracts or arrangements are needed to be entered into the register maintained in pursuance of Section 301 of the Companies Act, have been recorded in the register.

b) On the basis of our examination and as per information and explanation given by the management, the price of the goods and materials purchased and / of sale of goods, materials and services made pursuant to contracts entered in register maintained under Section 301 of the Companies Act, 1956, in respect of each party is reasonable having regard to the prevailing market price at the relevant time.

vi) We are explained that during the year the Company has not accepted deposits from public to which the provisions of Section 58A of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975 apply.

vii) In our opinion, the Company has an Internal Audit System commensurate with its size and nature of its business.

viii) We have broadly reviewed the records including the books of accounts made and maintained by the Company pursuant to the Rules made by the Central Government for maintenance of Cost records under Section 209 (1) (d) of the Companies Act, 1956, and are of the opinion that prima-facie the prescribed accounts and records have been made and maintained.

ix) a) According to the information and explanation given to us and the records examined by us, the Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee's State Insurance, Income-Tax, Sales-Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities. Further, there were no undisputed arrears of statutory dues outstanding as at 31st March, 2011, for a period of more than six months from the date they became payable.

b) According to the records of the Company and information given to us, the particulars of statutory dues of the Sales Tax, Income Tax, Customs Duty, Wealth Tax, Excise Duty and Cess which have not been deposited on account of disputes and the forum where the dispute is pending are given hereunder:

( Rs. in lac)

i) EXCISE DUTY

CESTAT, New Delhi 8.51

II) SERVICE TAX

A) CESTAT, New Delhi 183.75

B) Commissioner (Appeals), Jaipur 15.30

III) CESS

Appellate Tribunal, Mumbai 17.25

IV) OCTROI

Rajasthan High Court, Single Bench, Jaipur 167.90

V) Entry Tax

Rajasthan High Court, Double Bench, Jodhpur 687.11

x) There are no accumulated losses in the Company as on 31st March, 2011. Further, the Company has not incurred cash losses during the financial year covered by our audit.

xi) Based on our examination of books and records of the Company and on the basis of information and explanation given by the Management the Company has been regular in repayment of its dues to the financial institutions or banks.

xii) On the basis of examination of records of the Company and information and explanation given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) In our opinion, the Company is not a chitfund or nidhi / mutual benefit fund / society. Therefore, the provisions of clauses 4 (xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

xiv) On the basis of examination of books and records of the Company and information and explanation given by the Management, the Company is not dealing or trading in shares, securities, debentures and other investment.

xv) As per information and explanation given by the Management the terms & conditions on which the Company has given Guarantee for loans taken by others from banks or financial institutions are prima-facie not prejudicial to the interest of the Company.

xvi) As per information and explanation given by the Management, the term loans have been applied for the purposes they were raised.

xvii) According to the information and explanation given to us and on an overall examination of the Cash Flow Statement of the Company for the year, we report that no funds raised on short-term basis have been used for long term investment.

xviii) The Company has not made any preferential allotment of shares to parties or Companies covered in the register maintained under section 301 of the Act.

xix) The Company has not issued any debentures whether secured or unsecured during the year.

xx) The Company has not raised any money through public issue during the year covered by our report.

xxi) As per the information and explanation given to us, no fraud by the Company has been noticed or reported during the year covered by our Report.

For S. Bhargava Associates For A. L. Chechani & Co.

Chartered Accountants Chartered Accountants

Firm Reg. No.: 003191C Firm Reg. No:005341C

Sunil Bhargava Sunil Surana

Partner Partner

Membership No. : 70964 Membership No. : 36093

Place: Noida

Dated: 28th April, 2011

---

Mar 31, 2010

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

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 mis-statement. 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.

As required by the Companies (Auditors Report) Order, 2003 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 paragraphs 4 and 5 of the said Order.

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 purposes 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, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

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

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

In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with notes thereon 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, 2010.

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

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

ANNEXURE TO THE AUDITORS REPORT Annexure referred to in paragraph 3 of our report of even date to the Shareholders of RSWM Limited on accounts for the year ended 31st March, 2010.

(i) (a) The Fixed Assets registers showing full particulars including quantitative details and situation of the assets are being maintained at respective units, up- dation of which are under completion.

(b) The Fixed Assets are physically verified by the Management in a phased programme designed to cover all the Assets over a period of three years, which in our opinion, is reasonable having regards to the size of the Company and the nature of its assets. Pursuant to the said programme, a portion of Fixed Assets has been physically verified by the Management during the year and no serious discrepancies were noticed on such verification between the book records and physical inventory.

(c) The Company had not sold any substantial part of Plant & Machinery during the year.

(ii) (a) The 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 information and explanation given to us, the procedure of physical verification of inventory followed by the Management is 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 and the discrepancies noticed on physical verification have been dealt adequately in the Books of Accounts except where the reconciliation is pending on the findings of the reports of the external agencies.

(iii) (a) The Company has granted unsecured loan to 3 parties covered in the register maintained under Section 301 of the Companies Act, 1956. The amount outstanding at the end of the year is Rs. 1836 lac and the maximum amount outstanding during the year was Rs. 2465 lac.

(b) All the above Loans are repayable on demand. Loan to wholly owned overseas subsidiary of Rs. 571.82 lacs is interest free and being doubtful of recovery has been fully provided for (Refer Note No:9 of "Notes on Accounts" Schedule 16 B). In respect

of the other Loans granted, the rate of interest and other terms and conditions are prima-facie not prejudicial to the interest of the Company.

(c) The payment of interest on such loans is regular, wherever applicable. The payments of principal amount are also regular, wherever demanded during the year.

(d) There is no overdue amount outstanding at the Balance Sheet date.

(e) The Company had not taken any loan from any party covered in the register maintained under Section 301 of the Companies Act, 1956.

(iv) On the basis of selective checks carried out during the course of audit and explanations given to us, adequate internal control systems commensurate with the size of the Company and nature of its business, for purchase of inventory and fixed assets and for sale of goods and services have been devised by the management and is being generally followed. Further on the basis of our examination of the books and records of the Company, and according to information and explanations 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) (a) On the basis of our examination and as per information given to us all the contracts or arrangements that are needed to be entered into the register maintained in pursuance of Section 301 of the Companies Act, have been recorded in the register.

(b) On the basis of our examination and as per information and explanation given by the management, the price of the goods and materials purchased and / of sale of goods, materials and services made pursuant to contracts entered in register maintained under Section 301 of the Companies Act, 1956, in respect of each party is reasonable having regard to the prevailing market price at the relevant time.

(vi) We are explained that during the year the Company has not accepted deposits from public to which the provisions of Section 58A of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975 apply.

(vii) In our opinion, the Company has an Internal Audit System commensurate with its size and nature of its business, which is being strengthened in view of new business risks.

(viii)We have broadly reviewed the records including the books of accounts made and maintained by the Company pursuant to the Rules made by the Central Government for maintenance of Cost records under Section 209 (1) (d) of the Companies Act, 1956, and are of the opinion that prima-facie the prescribed accounts and records have been made and maintained.

(ix) (a) According to the information and explanation given to us and the records examined by us, the Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-Tax, Sales-Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities. Further, there were no undisputed arrears of statutory dues outstanding as at 31st March, 2010, for a period of more than six months from the date they became payable.

(b) According to the records of the Company and information given to us, the particulars of statutory dues of the Sales Tax, Income Tax, Customs Duty, Wealth Tax, Excise Duty and Cess which have not been deposited on account of disputes and the forum where the dispute is pending are given hereunder:

(Rs. in lac)

I) EXCISE DUTY

CESTAT, New Delhi 8.51

II) SERVICE TAX

CESTAT, New Delhi 179.61

Commissioner

(Appeals), Jaipur 15.30

III) T.C. CESS

Appellate Tribunal,

Mumbai 21.37

(x) There are no accumulated losses in the Company as on 31st March, 2010 Further, the Company has not incurred cash losses during the financial year covered by our audit. There was cash loss to the tune of Rs.2305.74 lac in the immediately preceding financial year.

(xi) Based on our examination of books and records of the Company and on the basis of information and explanation given by the Management, the Company has been regular in repayment of its dues to the financial institutions or banks.

(xii) On the basis of examination of records of the Company and information and

explanation given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii)In our opinion, the Company is not a chitfund or nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xiv)On the basis of examination of books and records of the Company and information and explanation given by the Management, the Company is not dealing or trading in shares, securities, debentures and other investment.

(xv) As per information and explanation given by the Management, the terms & conditions on which the Company has given Guarantee for loans taken by others from banks or financial institutions are prima-facie not prejudicial to the interest of the Company.

(xvi)As per information and explanation given by the Management, the term loans have been applied for the purposes they were raised.

(xvii)According to the information and explanation given to us and on an overall examination of the Cash Flow Statement of the Company for the year, we report that no funds raised on short-term basis have been used for long term investment.

(xviii)The Company has not made any preferential allotment of shares to parties or Companies covered in the register maintained under section 301 of the Act.

(xix)The Company has not issued any debentures whether secured or unsecured during the year.

(xx) The Company has not raised any money through public issue during the year covered by our report.

(xxi)(a) As per the information and explanation given to us, no fraud by the Company has been noticed or reported during the year covered by our Report.

(b) We have been informed that during the year two frauds by employees on the company were noticed by the management involving aggregate amount of Rs.61.45 lac, which have been booked as Fraud & Embezzlement Loss in the Profit & Loss Account. For detail, refer Note No:10 of "Notes on Accounts "Schedule 16 B.

For S. Bhargava Associates For A. L. Chechani & Co.

Chartered Accountants Chartered Accountants

Sunil Bhargava Sunil Surana

Partner Partner

Membership No. : 70964 Membership No. : 36093

Firm Reg No. : 003191C Firm Reg. No : 005341C

Place : Noida

Dated : 29th April, 2010