Auditor Report of Sri KPR Industries Ltd.

Mar 31, 2016

The Sri KPR Industries Limited

Secunderabed.

Report on the Standalone Financial Statement

We have audited the accompanying standalone Financial Statements of Sri KPR Industries Limited, ("the Company"), which comprise of the Balance Sheet as at March 31. 2016. the Statement of Profit and Loss, and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

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 standalone Financial Statements that give a true and fair view and are free from material

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 there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the stand alone 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 standalone 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 Financial Statements.

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 March 31.

1. As required by the Companies (Auditor''s Report) Order. 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act. we give in the Annexure ''A’ a statement on the matters

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. In the course of the audit, we have not come across any financial transactions or matters that have any adverse effect on the functioning of the company

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

g. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure ‘8‘.

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

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long term contracts including derivative contracts.

iii. There are no amounts which were required to be transferred to the Investor Education and Protection Fund by the company

ANNEXURE ''B'' TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE STAND ALONE FINANCIAL STATEMENTSOF SRI KPR INDUSTRIES LIMITED(Referred to in para.2 (g) under the heading ''Report on Other Legal and Regulatory Requirements)

Report on the Internal Financial Controls under Clause (i) of subsection 3 of Section 143 of the Companies Act. 2013 (“the Act”)

We have audited the Internal Financial Controls over Financial Reporting of Sri KPR Industries Limited (“the Company") as of March 31. 2016 in conjunction with our audit of the standalone Financial Statements of the Company for the year ended on that date.

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 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 Institute of Chartered Accountants of India and deemed to be prescribed under section 143(10) of the Companies Act. 2013. to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and. both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone 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 standalone 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. 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 Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

ANNEXURE A'' TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE STAND ALONE FINANCIAL STATEMENTSOF SRI KPR INDUSTRIES LIMITED [Referred to in para 1 under the heading ''Report on Other Legal and Regulatory Requirements'']

1.	a.	The company is maintaining proper records showing full particulars, including quantitative details and details about the situation of Fixed Assets.
	b.	These Fixed Assets have been verified by the Management at reasonable intervals. According to information and explanations given to us no material discrepancies have been noticed on such verification.
	c.	The title deeds of immovable properties belonging to the company are held in the name of the company.
2.		Physical verification of inventory has been conducted by the management during the year under review at reasonable intervals. According to information and explanation given to us no material discrepancies have been noticed.
3.		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.
4.		The company has not granted any loans or provided security or guarantees to which provisions of section 185 apply. As regards the investments made by the company the provisions of section 186 have been complied with.
5.		The company has not accepted any Deposits.
6.		In respect of the records maintained by the company in accordance with the Rules made by the Central Government regarding maintenance of Cost Records under the provisions of subsection (1) of section 148 of the Companies Act. 2013. we have broadly reviewed the same and we are of the opinion that the prescribed accounts and records have been kept and maintained. However, we have not carried out a detailed audit of the same.
7.	a.	The company is regular in depositing undisputed statutory dues including Provident Fund. Employees'' State Insurance. Income Tax. Sales tax. Service Tax. Customs and Excise Duty or Value Added Tax, Cess and other statutory dues applicable to it with the appropriate authorities.
	b.	The company did not incur any dues on account of any dispute in respect of Sales Tax. Service Tax. Customs and Excise Duty or Value Added Tax during the year under review.
8.		The company has not defaulted in repayment of loans/borrowings from Financial Institutions. Banks. The company does not have any borrowings from Government or Debenture Holders.
9.		The company has not raised any monies by way of any Public Offer and the Company has availed term loan during the year which was applied for the purpose for which they were taken.
10.		To the best of our information and according to explanations given to us no fraud by the company or on the company by its officers or employees has been noticed or reported during the year under review.
11.		The overall remuneration paid to the Managing Director and Whole Time Directors and the remuneration paid to each of them taken individually is not in excess of the limits specified under section 197 of the Companies Act, 2013
12.		The company is not a Nidhi Company.
13.		The transactions with related parties are in compliance with the provisions of section 177 and 188 of the Companies Act, 2013 and the details have been disclosed in the financial statements as required by the applicable Accounting Standards.
14.		The company has not made any preferential allotment or private placement of shares or debentures during the year under review.
15.		The company has not entered into any non-cash transactions with its Directors or persons connected with them.
16.		The company is not required to be registered under section 45-IA of the Reserve Bank of India Act. 1934.

For V. Sridhar & Co

Chartered Accountants

FRN 006206S

Sd /-

Vemulapati Sridhar

Proprietor

ICAI Membership No. 202337

Secunderabad

May 28, 2016

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Mar 31, 2015

We have audited the accompanying standalone financial statements of Sri KPR Industries Limited ("the Company'1), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, the Cash Flow Statement for theyear 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'1) 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

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. 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 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 March 31, 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 in terms of sub-section (11) of section 143 of the Act, we give in Annexure a statement on matters specified in 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, 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) In the course of our audit we have not come across any transactions or matters which have any adverse effects on the functioning of the company.

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

(g) In our opinion, the company has adequate internal financial control systems in place and the same are effective and commensurate with the nature of business of the company and the scale of its operations.

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

i. The Company does not have any pending litigations which would impact its financial position.

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

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Referred to in Para 1 of our report of even date under the heading "Report on Other Legal and Regulatory Requirements"

1. (a) The company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The fixed assets of the company have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

2. (a) The inventory has been physically verified at reasonable intervals during the year, by the management and internal auditors.

(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 nature of its business.

(c) The company is maintaining proper records of inventory and according to information and explanations given to us no material discrepancies have been noticed on such physical verification.

3. The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained U/s.189 of the Companies Act, 2013.

4. In our opinion, there are adequate internal control procedures commensurate with the size of the company and the nature of the business with regard to the purchase of the inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

5. The company has not accepted any deposits from the public.

6. We have broadly reviewed the records maintained by the company pursuant to the rules made by the Central Government for the maintenance of Cost Records under sub-section (1) of Section 148 of the Companies Act, and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. However, we have not carried out a detailed audit of the same.

7. (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues applicable to it. No undisputed amounts in respect of these statutory payments were in arrear as on March 31, 2015 for a period of more than six months from the date they became payable.

(b) There are no amounts that are required to be transferred to Investor Education and Protection Fund.

8 The company does not have any accumulated losses.

9. The company has not defaulted in repayment of dues to financial institution or banks. The company has not issued debentures.

10. The company has not given guarantee for any loans taken by others.

11. The company has not raised any term loans during the year.

12. According to the information and explanations given to us no fraud on or by the company has been noticed or reported during the year.

Sd/- For V. Sridhar & Co., Chartered Accountants, FRN: 006206S

Sd/- Vemulapati Sridhar Proprietor ICAI Membership No: 202337 Secunderabad. May 29, 2015 Reg : Sri KPR Industries Limited, Year Ended March 31, 2015

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Mar 31, 2014

Report on the Financial Statements

1. We have audited the accompanying financial statements of Sri KPR Industries Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, 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. .

2. Management''s Responsibility for the Financial Statements

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

3. Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

4. Opinion

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

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

(b) in the case of the 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.

5. Report on Other Legal and Regulatory Requirements

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

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

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

(ii) In our opinion proper books of account as required by law have been kept by the

Company so far as appears from our examination of those books;

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

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

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

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

Annexure to the Auditors'' Report

Re: Sri KPR Industries Ltd, Year ended March 31, 2014. Referred to in paragraph 6A of our report of even date under the heading "Report on other legal and regulatory requirements"

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

(b) The management during the year at reasonable intervals has physically verified the fixed assets. According to information and explanations given to us no material discrepancies were noticed on such verification.

(c) The company has not disposed of substantial part of fixed assets during the year.

(ii) (a) The management has carried out physical verification of inventory during the year. In our opinion the frequency of verification is reasonable.

(b) The procedures followed by the management for physical verification of inventory are reasonable arid adequate in relation to the size of the company and nature of its business.

(c) The company has maintained proper records of inventory including in respect of traded shares and in our opinion and according to information and explanations no material discrepancies have been noticed on physical verification of the inventories.

(iii) The company has neither granted nor taken any loans secured or unsecured to or from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) (a) According to the information and explanations given to us,- we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956, have been so entered.

(b) According to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 have been made at prices which are reasonable haying regard to prevailing market prices at the relevant time. However there are no transactions exceeding rupees five lakhs in this regard.

(vi) The company has not accepted deposits within the meaning of section 58A of the Companies Act, 1956.

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

(viii) We have broadly reviewed the records maintained by the company pursuant to the Rules made by the Centra! Government for the maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. However we have not carried out detailed audit of the same.

(ix) (a) The company is regular in depositing with appropriate authorities undisputed statutory dues. -

According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty, service tax and. cess were in arrears, as at March 31, 2014 for a period of more than six months from the date they became payable.

(b) The company''s appeal in respect of order under section 143(3) of the Income Tax Act, 1961 for the assessment year 2008-09 has been decided in favour of the company by the Hon''ble Commissioner of Income Tax (Appeals), the First Appellate Authority. Hence no amount is payable in respect of the same. However the department has preferred a second appeal before the Hon''ble Income Tax Appellate Tribunal, Hyderabad and the matter is pending. The amount of tax involved in the case is approximately Rs.32.50 lacs.

(x) The company does not have any accumulated losses,

(xi) In our opinion and according to the information and explanations given to us, the company- has not defaulted in repayment of dues to a financial institution or banks. The company has not issued any debentures.

(xii) 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) The company is not a chit fund or a nidhi/mutual fund / society.

(xiv) Proper records have been maintained in respect of the transactions in shares and timely entries have been made therein. In respect of the shares/ investments whose transfer has been pending as at the last day of the financial year the entries have been made as soon as the transfer is recorded. These shares and securities are held in the name of the company.

(xv) The company has not given any guarantee for loans taken by others.

(xvi) The term loans raised during the year have been applied for the purpose for which the same are obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

(xviii) The company has not made any preferential allotment during the year.

(xix) The company has not issued any debentures.

(xx) The company has not raised any monies from public issue during the year.

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

For V. Sridhaf & Co., Chartered Accountants, FRN. 006206S

Vemulapati Sridhar Proprietor ICAI Membership No. 202337 Secunderabad. June 14, 2014.

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Mar 31, 2013

1. We have audited the accompanying financial statements of Sri KPR Industries Limited("the Company"), which comprise the Balance Sheet as at March 31, 2013, 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.

2. The financial statements of Sri KPR Industries Limited (Formerly Bhagyanagar Wood Plast Limited), for the year ended March 31, 2013 have been audited by us vide our report dated May 30, 2013. Consequent to the grant of approval of the scheme of amalgamation of Sri Venkateswara Pipes Limited (the transferor company) with Sri KPR Industries Limited (the company) the accounts of the company have been restated and presented to us for audit. We have carried out the audit of the said restated financial statements. Attention of the members is drawn to clause A of Note 1 (Notes forming part of financial statements) "Significant Accounting Policies and Other information".

3. Management''s Responsibility for the Financial Statements

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

4, 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 materia! misstatement. An audit involves performing procedures to obtain-audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material

misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

5. Opinion

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

(a) in the case of the Balance Sheet, of the state of affairs of the Company as ! at March 31, 2013; (b)in the case of the Statement of Profit and Loss, of the profit for the year j 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.

6. Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

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

Re: Sri KPR Industries Ltd {Formerly Bhagyanagar Wood Plast Limited), Year ended March 31,2013.

Referred to in paragraph 6A of our report of even date under the heading "Report on other legal and regulatory requirements"

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

(b) The management during the year at reasonable intervals has physically verified the fixed assets. According to information and explanations given to us no material discrepancies were noticed on such verification.

(c) The company has not disposed of substantial part of fixed assets during the year.

(ii) (a) The management has carried out physical verification of inventory during the year. In our opinion the frequency of verification is reasonable.

(b) The procedures followed by the management for physical verification of inventory are reasonable and adequate in relation to the size of the company and nature of its business.

(c) The company has maintained proper records of inventory including in respect of traded shares and in our opinion and according to information and explanations no material discrepancies have been noticed on physical verification of the inventories.

(iii) The company has neither granted nor taken any loans secured or unsecured to or from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956, have been so entered.

(b) According to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in-the register maintained under section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time. However there are no transactions exceeding rupees five lakhs in this regard.

(vi) The company has not accepted deposits within the meaning of section 58A of the Companies Act, 1956.

(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 records maintained by the company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. However we have not carried out detailed audit of the same.

(ix) (a) The company is regular in depositing with appropriate authorities undisputed statutory dues. According to the information and explanations given to us, no undisputed amounts payable in ''¦ respect of income tax, wealth tax, sales tax, customs duty, excise duty, service tax and cess were in arrears, as at March 31, 2013 for a period of more than six months from the date they , became payable.

(b) The company''s appeal jn respect of order under section 143(3) of the Income Tax Act, 1961 for j the assessment year 2008-09 has been decided in favour of the company by the Hon''ble Commissioner of Income Tax (Appeals), the First Appellate Authority. Hence no amount is payable in respect of the same. However the department has preferred a second appeal before the Hon''ble Income Tax Appellate Tribunal, Hyderabad and the matter is pending. The amount '' of tax involved in the case is approximately Rs.32.50 lacs.

(x) The company does not have any accumulated losses.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution or banks. The company has not issued any debentures.

(xii) 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) The company is not a chit fund or a nidhi I mutual fund / society.

(xiv) Proper records have been maintained in respect of the transactions in shares and timely entries have been made therein. In respect of the shares/ investments whose transfer has been pending as at the last day of the financialyear the entries have been made as soon as the transfer is recorded. These shares and securities are held in the name of the company.

(xv) The company has not given any guarantee for loans taken by others.

(xvi) The company has not raised any term 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 report that the no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

(xviii) The company has not made any preferential allotment during the year.

(xix) The company has not issued any debentures.

(xx) The company has not raised any monies from public issue during the year under review. However the company has allotted shares to the shareholders of Sri Venkateswara Pipes Limited, in accordance with the scheme of Amalgamation approved by the Hon''ble High Court of Andhra Pradesh. The amount of share capital allotted on account of the said merger is Rs.14,49,23,950/-.

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

For V. Sridhar & Co.,

Chartered Accountants,

FRN. 006206S

Sd/-

Vemulapati Sridhar

Proprietor

ICAI Membership No. 202337

Secunderabad. August 19, 2013.

---

Mar 31, 2011

1. We have audited the attached balance sheet of M/s Bhagyanagar Wood Plast Limited, as at 31st March, 2011, the profit and loss account and also the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the 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 the 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 of our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government 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.

4. Further to the comments in the Annexure referred to in paragraph 3 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 31s1 March 2011 and taken on record by the Board of Directors, we report that none of the directors are 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;

(vi) 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 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 the cash flow statement, of the cash flows for the year ended on that date.

Annexure to the Auditors' Report

Re: BhagyanagarWood Plast Limited, Year ended March 31, 2011. Referred to in paragraph 3 of our report of even date,

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

(b) The management during the year at reasonable intervals has physically verified the fixed assets. According to information and explanations given to us no material discrepancies were noticed on such verification.

(ii) (a) The company has granted loan to M/s Sri Venkateswara pipes Limited, a related party. The maximum balance in the account during the year and the year end balance was Rs. 2.90 Crores.

(b) The interest & other terms & conditions of the Loan given are not prima facie prejudicial to interest of the company.

(c) The payment of principal & interest are as agreed by the parties & are regular

(iii) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit,- we have not observed any continuing failure to correct major weaknesses in internal control system.

(iv) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956, have been so entered.

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

(c) The company has not accepted deposits within the meaning of section 58A of the Companies Act, 1956.

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

(vi) The Central Government has not prescribed maintenance of cost records to the company.

(vii) (a) The company is regular in depositing with appropriate authorities undisputed statutory dues.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty, service tax and cess were in arrears, as at March 31, 2011 for a period of more than six months from the date they became payable.

(viii) The company does not have any accumulated losses.

(ix) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution or banks. The company has not issued any debentures.

(x) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xi) The company is not a chit fund or a nidhi I mutual fund / society.

(xii) Proper records have been maintained in respect of the transactions in shares and timely entries have been made therein. In respect of the shares/ investments whose transfer has been pending as at the last day of the financial year the entries have been made as soon as the transfer is recorded. These shares and securities are held in the name of the company.

(xiii) The company has not raised any term loans during the year

(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

(xv) The company has not made any preferential allotment during the year.

(xvi) The company has not issued any debentures.

(xvii) The company has not raised any monies from public issue during the year under review.

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

For V. Sridhar&Co., Chartered Accountants,

Sd/- Vemulapati Sridhar Proprietor Membership No: 202337

Secunderabad, 17th August 2011

---

Mar 31, 2010

1. We have audited the attached balance sheet of Bhagyanagar Wood Plast Limited, as at 31st March, 2010, the profit and loss account and also the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of ihe 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 the 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 of our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government 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.

4. Further to the comments in the Annexure referred to in paragraph 3 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;

(vi) 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 principles generally accepted in India:

(a) in the case of the balance sheet, of the state of affairs of the company as at 31s1 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 the cash flow statement, of the cash flows for the year ended on that date.

Annexure to the Auditors Report Re: Bhagyanagar Wood Plast Limited, Year ended March 31,2010. Referred to in paragraph 3 of our report of even date,

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

(b) The management during the year at reasonable intervals has physically verified the fixed assets. According to information and explanations given to us no material discrepancies were noticed on such verification.

(c) The company has during the year disposed off its manufacturing facility and also the assets pertaining to Software division. In our opinion and according to the information and explanation given to us the said disposal does not affect the companys going concern.

(ii) (a) All the inventory remaining with the company has been disposed off along-with the pipe undertaking. The company did not carry any inventory after the said disposal.

(b) Prior to the said disposal the companys management physically verified the inventory at regular intervals and the procedures followed were adequate in relation to the size of the company and the nature of its business.

(iii) (a) The company has granted loan to Sri Venkateswara pipes Limited, a related party. The maximum balance in the account during the year and the year end balance was Rs. 2.50 Crores.

(b) The interest & other terms & conditions of the Loan given are not prima facie prejudicial to interest of the company.

(c) The payment of principal & interest are as agreed by the parties & are regular

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956, have been so entered.

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

(c) The company has not accepted deposits within the meaning of section 58A of the Companies Act, 1956.

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

(vii) The Central Government has not prescribed maintenance of cost records to the company.

(viii) (a) The company is regular in depositing with appropriate authorities undisputed statutory dues.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty, service tax and cess were in arrears, as at March 31,^2010 for a period of more than six months from the date they became payable.

(ix) The company does not have any accumulated losses.

(x) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution or banks. The company has not issued any • debentures.

(xi) 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) The company is not a chit fund or a nidhi I mutual fund / society.

(xiii) Proper records have been maintained in respect of the transactions in shares and timely entries have been made therein. In respect of the shares/ investments whose transfer has been pending as at the last day of the financial year the entries have been made as soon as the transfer is recorded. These shares and securities are held in the name of the company.

(xiv) The company has not raised any term loans during the year.

(xv) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

(xvi) The company has not made any preferential allotment during the year.

(xvii) The company has not issued any debentures.

(xviii) The company has not raised any monies from public issue during the year under review.

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

For V. Sridhar& Co., Chartered Accountants,



Vemulapati Sridhar

Proprietor

Membership No: 202337

Secunderabad. May 31,2010.