Auditor Report of Sumeet Industries Ltd.

Mar 31, 2018

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF SUMEET INDUSTRIES LIMITED

REPORT ON THE STANDALONE FINANCIAL STATEMENTS

I have audited the accompanying standalone financial statements of Sumeet Industries 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 the Statement of Changes in Equity for the Year ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “standalone Ind AS financial statements”).

Management’s Responsibility for the Standalone IND AS 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 Ind AS financial statements to 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) prescribed under section 133 of the Act read with relevant rules issued there under.

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

Auditors’ Responsibility ;

My responsibility is to express an opinion on these standalone Ind AS financial statements based on my audit.

I 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.

I conducted my audit of the standalone Ind AS financial statements in accordance with the Standards on

Auditing specified under Section 143(10) of the Act. Those Standards require that I comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including

the assessment of the risks of material misstatement of the standalone Ind AS 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 Ind AS 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.

Board of Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit ;

opinion on the standalone Ind AS financial statements.

Opinion

In my opinion and to the best of my information and according to the explanations given to me, the aforesaid standalone Ind AS 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, 2018, and its financial performance including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Our opinion is not modified in respect of above said matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central 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 paragraph 3 and 4 of the order, to the extent applicable.

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

a. I have sought and obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purposes of my audit;

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

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

d. In my opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act read with relevant rules issued there under;

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 my separate Report in “Annexure B”and

g. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in my opinion and to the best of my information and according to the explanations given to me:

1. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements. Refer note 26 Contingent liabilities to the standalone Ind AS financial statements.

2. 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.

In respect of the Annexure referred to in paragraph 1 of our report to the Members of Sumeet Industries Limited (“the company”) for the year ended March 31, 2018, we report on following matters: \

	Sl. No.	Particulars	Auditor’s Remark
	(i)	(a) Whether the company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;	Yes. Company is maintaining proper records of fixed assets.
		(b) Whether these fixed assets have been physically verified by the management at reasonable intervals; whether any material discrepancies were noticed on such verification and if so, whether the same have been properly dealt with in the books of account;	Yes, fixed assets have been physically verified at regular intervals. No, material discrepancies have been noticed on such verification.
		(c) Whether title deeds of immovable properties are held in the name of the company. If not, provide details thereof.	Yes.
	(ii)	(a) Whether physical verification of inventory has been conducted at reasonable intervals by the management and whether any material discrepancies were noticed and if so, how they have been dealt with in the books of account.	Yes, physical verification has been conducted except material lying with third parties, where confirmations are obtained.
	(iii)	Whether the company has granted any loans, secured or unsecured to companies, firms or other parties covered by clause (76) of Section 2 of the Companies Act, 2013. If so,	No loans have been granted to the companies, firms or other parties covered by clause (76) of Section 2 of the Companies Act, 2013 during the period under audit.
		(a) Whether the terms and conditions of the grant of such loans are not prejudicial to the company''s interest	N.A.
		(b) Whether receipt of the principal amount and interest are regular. If not provide details thereof; and	N.A.
		(c) If amount is overdue, state total amount overdue, state total amount overdue for more than 90 days and whether reasonable steps have been taken by the company for recovery of the principal and interest;	N.A.
	(iv)	In respect of loans, investments and guarantees, whether provisions of Section 185 and 186 of the Companies Act, 2013 have been complied with. If not, provide details thereof.	Yes, all the compliances have been followed by the company.
	(v)	In case the company has accepted deposits, whether 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, where applicable, have been complied with? If not, the nature of such contraventions be stated; If an order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal, whether the same has been complied with or not?	Yes, all the compliances have been followed by the company.
	(vi)	Where maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and whether such accounts and records have been made and maintained;	Yes.

(vii)	(a) Whether the company is regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-Lax, , service tax, duty of customs, duty of excise, value added tax, and any other statutory dues with the appropriate authorities and if not, the extent of the 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, shall be indicated by the auditor.	Yes, the company is regular.
	(b) Where 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, then the amounts involved and the forum where dispute is pending shall be mentioned. (A mere representation to the concerned Department shall not be treated as a dispute).	Assessment for A.Y. 2012-13, 201415 and 2015-16 is pending with CIT (Appeals) and A.Y. 2009-10 is pending with Dy. Commissioner of Income Tax, Surat.
(viii)	Whether the company has defaulted in repayment of dues to a financial institution or bank or debenture holders? If yes, the period and amount of default to be reported (in case of banks and financial institutions, lender wise details to be provided).	3 (Three) installments amounting to 22,11,065.43 Euros of ECA loan granted by Bremer Kreditbank AG Germany is due and not paid till date 31st March 2018.
(ix)	Whether moneys raised by way of public issue/ follow-on offer (including debt instruments) and term loans were applied for the purposes for which those are raised. If not, the details together with delays / default and subsequent rectification, if any, as may be applicable, be reported;	Yes, moneys raised by way of Right issue/ follow-on offer during the period have been applied for the purposes for which those were raised. Term Loan has been made by the Bank directly to the vendors. And there is no delay or default.
(x)	Whether any fraud by the company or any fraud on the Company by its officers/ employees has been noticed or reported during the year; if yes, the nature and the amount involved be indicated.	No fraud by the company or on the company by its officers or employees has been noticed or reported during the year.
(xi)	Whether managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the Companies Act? If not, state the amount involved and steps taken by the company for securing refund of the same.	Yes. Managerial Remuneration has been paid / provided in accordance with provisions of section 197 and under other rules.
(xii)	Whether the Nidhi Company has complied with the Net Owned Fund in the ratio of 1: 20 to meet out the liability and whether the Nidhi Company is maintaining 10% liquid assets to meet out the unencumbered liability.	Not Applicable
(xiii)	Whether all transactions with the related parties are in compliance with Section 188 and 177 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements etc. as required by the accounting standards and Companies Act, 2013.	Yes.
(xiv)	Whether the company has made any preferential allotment / private placement of shares or fully or partly convertible debentures during the year under review and if so, as to whether the requirement of Section 42 of the Companies Act, 2013 have been complied and the amount raised have been used for the purposes for which the funds were raised. If not, provide details thereof.	During the period under consideration, right issue had been made for 2,48,74,173number of shares at Rs.24 per share.

(xv)	Whether the company has entered into any non-cash transactions with directors or persons connected with him and if so, whether provisions of Section 192 of Companies Act, 2013 have been complied with.	No. Not Applicable
(xvi)	Whether the company is required to be registered under Section 45 IA of Reserve Bank of India Act, 1934 and if so, whether the registration has been obtained.	Not Applicable

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

I have audited the internal financial controls over financial reporting of Sumeet Industries Limited (“the Company”) as of 31st March, 2018 in conjunction with my audit of the standalone Ind AS 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 (the “Guidance Note”) 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

My responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on my audit. I conducted my audit in accordance with 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 I 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.

My audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. My 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 Ind AS financial statements, whether due to fraud or error.

I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my 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 my opinion, to the best of my information and according to the explanations given to me, 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 31^st March, 2018, based i on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note.

FOR PAMITA DOSHI & CO.

CHARTERED ACCOUNTANTS

FRN No. 141976W

(PAMITA DOSHI)

PROPRIETOR M.NO.141320 :

PLACE: SURAT

DATED: 22/06/2018

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Mar 31, 2016

INDEPENDENT AUDITOR’S REPORT ON STANDALONE FINANCIAL STATEMENTS

TO,

THE MEMBERS

SUMEET INDUSTRIES LIMITED,

SURAT.

Report on the Financial Statements :

I have audited the accompanying financial statements of SUMEET INDUSTRIES LIMITED. (“the company”), which comprise the Balance Sheet as at 31 March 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements :

The Company’s Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to 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 the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility :

My responsibility is to express an opinion on these financial statements based on my audit.

I 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.

I conducted my audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that I 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 financial control relevant to the Company’s preparation of the financial statements that give true and fair view 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 Company’s Directors, as well as evaluating the overall presentation of the financial statements.

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

Auditor’s Opinion :

In my opinion and to the best of my information and according to the explanations given to me, 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 for the year ended on 31st March, 2016;

b) in the case of the Profit and Loss Account, of the profit/ loss for the year ended on 31st March, 2016; and

c) in the case of the Cash Flow Statement, of the cash flows for the period from 1st April, 2015 to 31st March, 2016 on that date

Report on Other Legal and Regulatory Requirement :

1. As required by the Companies (Auditor''s Report) Order, 2004 issued by the Company Law Board in terms of Section 143(11) of the Companies Act, 2013, I enclose in the ''''Annexure A" a statement on the matters specified there in.

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

a) I have sought and obtained all the information and explanations, which to the best of my knowledge and belief were necessary for the purpose of my audit.

b) In my opinion proper books of accounts as required by Law have been kept by the company, so far as it appears from my examination of the books.

c) The Balance Sheet, Profit & Loss Account and cash flow referred to in the report are in agreement with the books of accounts.

d) In my opinion, the aforesaid 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) There is nothing to disclose which is having adverse effect on the functioning of the company.

f) According to the information and explanations given to me and on the basis of written representations received from the directors as on March 31, 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016, from being appointed as a director in terms of subsection (2) of section 164 of the Act.

g) With respect to adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to my separate report in “Annexure B”, and

h) With respect to the other matters included in the Auditor’s Report and to the best of my information and according to the explanations given to me:

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 derivatives contracts for which there were any material foreseeable losses;

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

As required by the companies (Auditor’s Report) order, 2004 and according to the information and explanations given to me during the course of audit and on the basic of such checks as were considered appropriate, I report that;

ANNEXURE ‘A’ TO THE AUDITOR’S REPORT

S.No.	Particulars	Auditors Remark
(i)	(a) Whether the company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;	Yes. Company is maintaining proper records of fixed assets.
	(b) Whether these fixed assets have been physically verified by the management at reasonable intervals;	Yes, fixed assets have been physically verified at regular intervals.
	whether any material discrepancies were noticed on such verification and if so, whether the same have been properly dealt with in the books of account;	No, material discrepancies have been noticed on such verification.
	(c) Whether title deeds of immovable properties are held in the name of the company. If not, provide details thereof.	Yes.
(ii)	(a) Whether physical verification of inventory has been conducted at reasonable intervals by the management and whether any material discrepancies were noticed and if so, how they have been dealt with in the books of account.	Yes, physical verification has been conducted except material lying with third parties, where confirmations are obtained.
(iii)	Whether the company has granted any loans, secured or unsecured to companies, firms or other parties covered by clause (76) of Section 2 of the Companies Act, 2013. If so,	Yes. There are two such parties.
	(a) Whether the terms and conditions of the grant of such loans are not prejudicial to the company''s interest	Yes.
	(b) Whether receipt of the principal amount and interest are regular. If not provide details thereof; and	Yes.
	(c) If overdue amount is more than rupees five lakhs, whether reasonable steps have been taken by the company for recovery of the principal and interest	Yes.
(iv)	In respect of loans, investments and guarantees, whether provisions of Section 185 and 186 of the Companies Act, 2013 have been complied with. If not, provide details thereof.	Yes, all the compliances have been followed by the company.
(v)	In case the company has accepted deposits, whether 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 there under, where applicable, have been complied with? If not, the nature of such contraventions be stated; If an order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal, whether the same has been complied with or not?	Yes, all the compliances have been followed by the company.

(vi)	Where maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and whether such accounts and records have been made and maintained;	Yes.
(vii)	(a) Whether the company is regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-Lax, service tax, duty of customs, duty of excise, value added tax, and any other statutory dues with the appropriate authorities and if not, the extent of the 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, shall be indicated by the auditor.	Yes, the company is regular.
	(b) Where 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, then the amounts involved and the forum where dispute is pending shall be mentioned. (A mere representation to the concerned Department shall not be treated as a dispute).	1. Appeal is pending with ITAT (Ahmedabad) for F.Y. 201011. 2. Assessment for A.Y. 2009-10 to A.Y. 2015-16 is pending with ACIT Central Circle - II. 3. An appeal is pending before Commissioner of Central Excise, Custom and Service Tax (Appeals) Surat-II for F.Y. 2008-09 and amount involved is Rs.1,19,55,863/- (Including Interest and Penalty)
(viii)	Whether the company has defaulted in repayment of dues to a financial institution or bank or debenture holders? If yes, the period and amount of default to be reported (in case of banks and financial institutions, lender wise details to be provided).	No, default has been made in repayment of dues.
(ix)	Whether moneys raised by way of public issue/ follow-on offer (including debt instruments) and term loans were applied for the purposes for which those are raised. If not, the details together with delays / default and subsequent rectification, if any, as may be applicable, be reported;	No Money has been raised by way of Public issue/ follow-on offer during the period. Term loans were applied for the purposes for which those are raised.
(x)	Whether any fraud by the company or any fraud on the Company by its officers/ employees has been noticed or reported during the year; if yes, the nature and the amount involved be indicated	No. Not Applicable
(xi)	Whether managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the Companies Act? If not, state the amount involved and steps taken by the company for securing refund of the same.	Yes. Managerial Remuneration has been paid / provided in accordance with provisions of section 197 and under other rules.

(xii)	Whether the Nidhi Company has complied with the Net Owned Fund in the ratio of 1: 20 to meet out the liability and whether the Nidhi Company is maintaining 10% liquid assets to meet out the unencumbered liability.	Not Applicable
(xiii)	Whether all transactions with the related parties are in compliance with Section 188 and 177 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements etc. as required by the accounting standards and Companies Act, 2013.	Yes.
(xiv)	Whether the company has made any preferential allotment / private placement of shares or fully or partly convertible debentures during the year under review and if so, as to whether the requirement of Section 42 of the Companies Act, 2013 have been complied and the amount raised have been used for the purposes for which the funds were raised. If not, provide details thereof.	During the year under consideration, the Company has made preferential allotment of 1,00,00,000, 6% Non-Convertible Redeemable Preference shares at Rs. 10/- each. The company has complied with the provisions of Section 42 of the Companies Act, 2013.
(xv)	Whether the company has entered into any non-cash transactions with directors or persons connected with him and if so, whether provisions of Section 192 of Companies Act, 2013 have been complied with.	No. Not Applicable

For, PRADEEP SINGHI & ASSOCIATES

Chartered Accountants

PRADEEP KUMAR SINGHI

Proprietor

Place : Surat M. NO. 200/24612

Date : 30th May 2016 FRN NO. 108029W

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Mar 31, 2015

I have audited the accompanying financial statements of SUMEET INDUSTRIES LIMITED, ( "the company "), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year ended, and a summary of significant accounting policies and other explanatory information.

Management 's Responsibility for the Financial Statements:

The Company 's Board of Directors are responsible for the matters in section 134(5) of the Companies Act, 2013 ( "the Act ") with respect to 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 the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor 's Responsibility:

My responsibility is to express an opinion, on these financial statements; based on my audit.

I 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.

I conducted my audit; in accordance with the Standards of Auditing specified under section 143(10) of the Act. Those Standards require that I, 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 financial control relevant to the Company 's preparation of the financial statements that give true and fair view 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 Company 's Directors, as well as evaluating the overall presentation of the financial statements.

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

Auditor 's Opinion:

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

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2015.

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, 2004 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, I, enclose in the "Annexure A" a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

a. I have sought and obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purposes of my audit.

b. In my opinion proper books of account as required by law have been kept by the Company so far as appears from my examination of those books (and proper returns adequate for the purposes of my audit have been received from the branches not visited by me).

[The reports on the accounts of the branch offices of the Company audited under Section 143(8) of the Act by branch auditors have been sent to me and have been properly dealt by me in preparing this report]

c. The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report, are in agreement with the books of accounts [and the returns received from the branches not visited by me].

d. In my opinion, the aforesaid 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. There is nothing to disclose which is having adverse effect on the functioning of the company.

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

g. With respect to the other matters included in the Auditor 's Report and to the best of my information and according to the explanations given to me.

i. ) The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses;

ii. ) There is amount transfer to the Investor Education and Protection Fund by the Company.

As required by the companies (Auditor 's Report) order, 2004 and according to the information and explanations given to me during the course of audit and on the basic of such checks as were considered appropriate, I report that;

ANNEXURE 'A' TO THE INDEPENDENT AUDITOR'S REPORT

S.No. Particulars

(i) (a) whether the company is maintaining proper records showing full particulars, including quantitative details

(b) whether these fixed assets have been physically verified by the management at reasonable intervals;

whether any material discrepancies were noticed on such verification and if so, whether the same have been noticed on such verification, been properly dealt with in the books of accouny.

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

(b) Are the procedures of physical verification of inventory followed by the management, reasonable and adequate in relation to the size of the company and the nature of its business? If not, the inadequacies in such procedures should be reported;

(c) whether the company is maintaining proper records of inventory and whether any material discrepancies were noticed on physical verification and if so, whether the same have been properly dealt with in the books of account;

(iii) Whether the company has 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 If so,

(a) Whether receipt of the principal amount and interest are also regular; and

(b) if overdue amount is more than rupees one lakh, whether reasonable steps have been taken by the company for recovery of the principal and interest;

(iv) Is there 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? Whether there is a continuing failure to correct major weaknesses in internal control system.

(v) in case the company has accepted deposits. whether 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, where applicable, have been complied with? If not, the nature of contraventions should be stated; If an order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal, whether the same has been complied with or not?

(vi) where maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act, whether such accounts and records have been made and maintained;

(vii) (a) is the company regular in depositing undisputed statutory dues including provident fund, employees ' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities and if not, the extent of the 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, shall be indicated by the auditor.

(b) in case 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 have not been deposited on account of any dispute, then the amounts involved and the forum where dispute is pending shall be mentioned. (A mere representation to the concerned Department shall not constitute a dispute).

(c) whether 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 there under has been transferred to such fund within time.

(viii) whether in case of a company which has been registered for a period not less than five years, its accumulated losses at the end of the financial year are not less than fifty percent of its net worth and whether it has incurred cash losses in such financial year and in the immediately preceding financial year;

(ix) Whether the company has defaulted in repayment of dues to a financial institution or bank or debenture holders? If yes, the period and amount of default to be reported;

(x) whether the company has 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) whether term loans were applied for the purpose for which the loans were obtained;

(xii) whether any fraud on or by the company has been noticed or reported during the year; If yes, the nature and the amount involved is to be indicated.

S.No. Auditors Remark

(i) Yes, the company is maintaining proper records of fixed assets, and situation of fixed assets;

Yes, fixed assets have been physically verified at regular intervals.

No, material discrepancies have

Yes, physical verification has been conducted except material (ii) lying with third parties, where confirmations are obtained.

Yes.

Yes, the company has maintained proper records of inventory,

The discrepeancies Noticed on verification were not material and have been properly dealt with in the books of accounts.

(iii) Yes, there are Two such parties

Yes.

Yes.

(iv) Yes internal control system is adequate,

No major weakness has been noticed in the internal control system.

(v) Yes, all the compliances have been followed by the company,

(vi) Yes.

(vii) Yes, the company is regular.

No such dispute is present,

Yes, the required amounts have been transferred.

(viii) Not Applicable as the company has no accumulated losses.

(ix) No, default has been made in repayment of dues.

(x) Yes, The company has given corporate guarantee to State bank of India for the Term Loan Granted to Sumeet poly power Ltd.

(xi) Yes.

(xii) No.

For, PRADEEP SINGHI & ASSOCIATES Chartered Accountants

PRADEEP KUMAR SINGHI Proprietor Place : Surat M. NO. 200/24612 Date : 30th May 2015 FIRMN0.108029W

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Mar 31, 2014

We have audited the accompanying financial statements of SUMEET INDUSTRIES LIMITED, which comprise the Balance Sheet as at March 31, 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.

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.

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.

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 31st March 2014,

(b) In the case of the Profit and Loss Account, of the profit/ 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.

(1) As required by the Companies (Auditors Report) Order, 2004 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the "Annexure A" a statement on the matters specified in paragraphs 4 and 5 of the said order.

2 Further to our comments in the Annexure referred to in paragraph 1 above, we report that :

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

b. In our opinion proper books of accounts as required by Law have been kept by the company, so far as it appears from our examination of the books.

c. The Balance Sheet, Profit & Loss Account and Cash Flow referred to in the report are in agreement with the books of accounts.

d. In our opinion the Balance Sheet and Profit & Loss Account complies with the requirements of the mandatory accounting standard referred to in Section 211(3C) of the Companies Act, 1956.

e. On the basis of written representation received from the directors of the company, taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2014 from being appointed as a director under section 274(1) (g) of the Companies Act, 1956.

f. 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.

As required by the companies (Auditor''s Report) order, 2004 and according to the information and explanations given to us during the course of audit and on the basis of such checks as were considered appropriate, we report that;

ANNEXURE ''A'' TO THE INDEPENDENT AUDITOR''S REPORT

(i) Fixed Assets

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

(b) As explained to us, the assets have been physically verified by the management in accordance with a phased programmer of verification, which in our opinion is reasonable, considering the size and nature of its business. The frequency of verification is reasonable and no material discrepancies have been noticed on such physical verification;

(c) The company has not disposed off the substantial part of fixed assets during the year which affect the going concern assumption.

(ii) Inventory

(a) As informed to us, the stock of finished goods, Work-in- Process, stores, spare-parts and raw materials have been physically verified by the management during the year at reasonable intervals except material lying with third parties, where confirmation are obtained;

(b) In our opinion, the procedures of physical verification of stocks followed by the management 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 inventories. The discrepancies noticed on the verification of stocks as compare to book records were not material and these have been properly dealt with in the books of accounts.

(iii) Loans & Advances

(a) The company has taken unsecured loans from companies, Firms or other parties listed in the register maintained u/s. 301 of the companies Act, 1956. There are Six Such Parties Covered u/s 301 of the companies Act, 1956. Total amount Credited is Rs. 24.41 Crore and Debited Rs. 17.80 Crore.

(b) The company has granted unsecured loans to companies, Firms or other parties mentioned under the register maintained u/s. 301 of the companies Act, 1956. There is One such Party Covered u/s 301 of the companies Act. 1956. Total amount Debited is Rs. 7.61 Crore and Credited is Rs. 5.83 Crore.

(c) As per information and explanations given to us, the rate of interest is 9% P.A. on the loan taken by the company. Other terms and conditions, if applicable on loan taken are not prima facie prejudicial to the interest of the company.

(d) As per information and explanations given to us, the rate of interest is 9% P.A. on the loan granted by the company wherever applicable. Other terms and conditions, if applicable on loan given are not prima facie prejudicial to the interest of the company.

(e) The parties to whom advances in the nature of loans have been given are repaying the principle amounts as stipulated wherever applicable.

(f) There is no overdue amount of loans taken or granted by the company.

(iv) Internal control procedure

In our opinion and according to the information and explanations given to us, internal control procedures for the purchase of stores, Raw materials including components plant and machinery, equipment and other assets and for the sale of goods commensurate with the size of the company and nature of its business. During the course of our audit no major weaknesses has been noticed in the internal control.

(v) Transaction with Parties u/s 301

(a) The transaction made in pursuance to contracts or arrangements that need to be entered in to the register maintained u/s. 301 of the companies Act, 1956 have been recorded in register.

(b) In our opinion and according to the information and explanations given to us, the transaction exceeding Rs. 5 lacs each have been made at price, which are reasonable having regards to prevailing market price at the relevant time.

(vi) Public Deposits

The company has accepted deposits which are not exempted/ excluded from the provisions of section 58A of the companies Act, 1956 and the companies (Acceptance of Deposits) Rules, 1975. These deposits are accepted from the general public & are directly deposited in the IDBI account, for which interest has been paid to the deposit holders at a fixed rate.

(vii) Internal Audit System

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

(viii) Cost Records

We have broadly reviewed the Books of accounts maintained by the company as prescribed by the Central Government for maintenance of cost records u/s. 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 carried out a detail examination of the accounts and records.

(ix) Statutory Dues

(a) According to the records of the company, the company is generally regular in depositing undisputed statutory dues including P.F. & E.S.I., income-tax, wealth-tax, sales-tax, custom duty, excise duty Cess and any other statutory dues with appropriate authorities. According to the information and explanations given to us, there are no undisputed amounts payable in respect of such statutory dues which has remained outstanding as at 31st March, 2014 for a period more than six months from the date they became payable.

(b) According to information and explanation given to us, there is no disputed amounts payable in respect of such statutory dues.

(x) Accumulated / Cash Losses

The company has no accumulated losses and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

(xi) Default in Repayment of Dues to Banks / Financial Institution etc.

The company has not defaulted in repayment of dues to the financial institution or Bank.

(xii) Granting of Loan & Advances :-

The company has not granted Loan & Advances on the basis of securities by way of pledge of shares, debenture and other securities.

(xiii) Chit Fund / Nidhi / Mutual Fund

The provisions of any Special Statute applicable to Chit Fund, Nidhi, Mutual Benefit Fund/ Societies are not applicable to the company.

(xiv) Dealing or Trading in Shares etc.

As explained to us by the management, the company has purchased securities / shares of the Govt. and other companies for the short-term trading purpose. Dealing in shares is not a main activity of the company. The Shares / Securities held by the company are in its own name.

(xv) Guarantee Given by Company

As explained to us by the management, the company has given guarantee for loan taken by Sumeet Poly Power Ltd from bank.

(xvi) Utilization of Term Loans

The Term Loans taken by the company were applied for the purpose for which it had been obtained.

(xvii) Application of Short Term Fund for Long Term Investment and vice versa On the basis of our examination of the cash flow statement, the funds raised on short term basis have not been used for long term investment and Vice Versa.

(xviii) Allotment of Bonus Shares

The Company has not issued any Bonus Shares during the year.

(xix) Increase in Authorized Share-Capital :-

The company has not raised its authorized share-capital during the financial year.

(xx) Creation of Securities for Debenture Issued :-

The Company has not issued any Debenture during the year.

(xxi) Preferential Allotment of Shares :-

The company has made preferential allotment of shares.

(xxii) Fraud noticed or Reported :-

As per information & explanation given to us, no fraud on or by the company has been notice or reported during the year.

For, PRADEEP SINGHI& ASSOCIATES Chartered Accountants

PRADEEP KUMAR SINGHI Proprietor Place : Surat M. NO. 200/24612 Date : 30th May 2014 FIRM NO. 108029W

---

Mar 31, 2012

We have audited the attached Balance Sheet of SUMEET INDUSTRIES LIMITED, SURAT as at 31st March, 2012 and also the Profit and Loss Account for the year ended and 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 provide a reasonable basis for our opinion.

(1) As required by the Companies (Auditor's Report) Orders 2004 issued by the company law Board in terms of section 227 (4A) of the companies Act, 1956, we annex hereto Annexure A' on the matters specified in paragraphs 4 and 5 of the said order.

(2) Further to our comments in the Annexure A' referred to in paragraph (1) above, we report that :

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

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

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

(D) In our opinion, the Balance Sheet and the Profit and Loss Account dealt with by this report comply with the Accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, to the extent applicable.

(E) On the basis of written representations received from the directors, as on 31st March 2012 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March,2012 from being appointed as director in term of clause (g) of sub-section (1) of section 274 of the companies act, 1956.

(F) In our opinion, and to the best of our information and according to the explanations given to us, the said accounts read with the 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.

(i) In the case of the Balance sheet, of the state of affairs of the company as at 31st March 2012,

(ii) In the case of the Profit and Loss account, of the profit of the company for the year ended on the date.

And

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

As required by the companies (Auditor's Report) order, 2004 and according to the information and explanations given to us during the course of audit and on the basic of such checks as were considered appropriate, we report that;

ANNEXURE 'A' TO THE AUDITOR'S REPORT

(i) Fixed Assets :-

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

(b) As explained to us, the assets have been physically verified by the management in accordance with a phased programmer of verification, which in our opinion is reasonable, considering the size and nature of its business. The frequency of verification is reasonable and no material discrepancies have been noticed on such physical verification;

(c) The company has not disposed of the substantial part of fixed assets during the year which affect the going concern assumption.

(ii) Inventory :-

(a) As informed to us, the stock of finished goods, work-in-process, stores, spare-parts and raw materials have been physically verified by the management during the year at reasonable intervals except material lying with third parties, where confirmation are obtained;

(b) In our opinion, the procedures of physical verification of stocks followed by the management 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 inventories. The discrepancies noticed on the verification of stocks as compare to book records were not material and these have been properly dealt with in the books of accounts.

(iii) Loans & Advances :-

(a) The company has taken unsecured loans from companies, firms or other parties listed in the register maintained U/s. 301 of the Companies Act, 1956. There are Ten Such Parties Covered u/s 301 of the Companies Act. 1956. Total amount Credited is Rs. 41.41 Crore and Debited Rs. 7.43 Crore.

(b) The company has granted unsecured loans to companies, firms or other parties mentioned under the register maintained U/s. 301 of the Companies Act, 1956. There are Two such Parties Covered U/s 301 of the Companies Act. 1956. Total amount debited is Rs. 11.95 Crore and credited is Rs. 5.21Crore.

(c) As per information and explanations given to us, the rate of interest is 6% PA. on the loan taken by the company. Other terms and conditions, if applicable on loan taken are not prima facie prejudicial to the interest of the company.

(d) As per information and explanations given to us, the rate of interest is 6% PA. on the loan granted by the company wherever applicable. Other terms and conditions, if applicable on loan given are not prima facie prejudicial to the interest of the company.

(e) The parties to whom advances in the nature of loans have been given are repaying the principle amounts as stipulated wherever applicable.

(f) There is no overdue amount of loans taken or granted by the company.

(iv) Internal control procedure :-

In our opinion and according to the information and explanations given to us, internal control procedures for the purchase of stores, raw materials including components plant and machinery, equipment and other assets and for the sale of goods commensurate with the size of the company and nature of its business. During the course of our audit no major weaknesses has been noticed in the internal control.

(v) Transaction with Parties u/s 301: -

(a) The transaction made in pursuance to contracts or arrangements that need to be entered in to the register maintained U/s. 301 of the Companies Act, 1956 have been recorded in register.

(b) In our opinion and according to the information and explanations given to us, the transaction exceeding Rs. 5 lacs each have been made at price, which are reasonable having regards to prevailing market price at the relevant time.

(vi) Public Deposits :-

The company has accepted deposits which are exempted/ excluded from the provisions of section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

(vii) Internal Audit System :-

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

(viii) Cost Records :-

We have broadly reviewed the Books of accounts maintained by the company as prescribed by the Central Government for maintenance of cost records U/s. 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 a detail examination of the accounts and records.

(ix) Statutory Dues :-

(a) According to the records of the company, the company is generally regular in depositing undisputed statutory dues including P.F. & E.S.I.C., Income-tax, Wealth-tax, Sales-tax, Custom duty, Excise duty Cess and any other statutory dues with appropriate authorities. According to the information and explanations given to us , there are no undisputed amounts payable in respect of such statutory dues which has remained outstanding as at 31st March,2012 for a period more than six months from the date they became payable.

(b) According to information and explanation given to us, there is no disputed amounts payable in respect of such statutory dues.

(x) Accumulated / Cash Losses :-

The company has no accumulated losses and has not incurred cash losses in the current financial year and in the immediately preceding the financial year.

(xi) Default in Repayment of Dues to Banks / Financial Institution etc. :-

The company has not defaulted in repayment of dues to the financial institution or bank.

(xii) Granting of Loan & Advances :-

The company has not granted Loan & Advances on the basis of securities by way of pledge of shares, debenture and other securities.

(xiii) Chit Fund / Nidhi / Mutual Fund :-

The provisions of any Special Statute applicable to Chit Fund, Nidhi, Mutual Benefit Fund/ Societies are not applicable to the company.

(xiv) Dealing or Trading in Shares etc. : -

As explained to us by the management, the company has purchased securities / shares of the Govt. and other companies for the short-term investment purpose. Dealing in shares is not a main activity of the company. The Shares/ Securities held by the company are in its own name.

(xv) Guarantee Given by Company :-

As explained to us by the management, the company has not given guarantee for loans taken by others from banks or financial institution.

(xvi) Utilization of Term Loans :-

The Term Loans taken by the company were applied for the purpose for which it had been obtained.

(xvii) Application of Short Term Fund for Long Term Investment and vice versa :-

On the basis of our examination of the cash flow statement, the funds raised on short term basis have not been used for long term investment and Vice Versa.

(xviii) Allotment of Bonus Shares :-

The Company has not issued any Bonus Shares during the year

(xix) Creation of Securities for Debenture Issued :-

The Company has not issued any Debenture during the year.

(xx) Preferential Allotment of Shares :-

The company has made preferential allotment of 1,82,94,578 Nos. of Equity share of Rs.10 each at a premium of Rs. 20.25 to Qualified Institutional Buyers ("QIBs").

(xxi) Fraud noticed or Reported :-

As per information & explanation given to us, no fraud on or by the company has been noticed or reported during the year.

For, PRADEEP SINGHI & ASSOCIATES

Chartered Accountants

PRADEEP KUMAR SINGHI

Proprietor Place : Surat M. NO. 200/24612

Date : 06th AUGUST 2012 FIRM NO. 108029W

---

Mar 31, 2011

We have audited the attached Balance Sheet of SUMEET INDUSTRIES LIMITED, SURAT as at 31st March, 2011 and also the Profit and Loss Account for the year ended and 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 provide a reasonable basis for our opinion.

(1) As required by the Companies (Auditor's Report) Orders 2004 issued by the company law Board in terms of section 227 (4A) of the Companies Act, 1956, we annex hereto Annexure 'A on the matters specified in paragraphs 4 and 5 of the said order.

(2) Further to our comments in the Annexure 'A referred to in paragraph (1) above, we report that:

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

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

(C) The Balance Sheet and Profit and Loss Account dealt with by the report are in agreement with the books of account;

(D) In our opinion, the Balance Sheet and the Profit and Loss Account dealt with by this report comply with the Accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, to the extent applicable.

(E) On the basis of written representations received from the directors, as on 31st March 2011 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March,2011 from being appointed as director in term of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(F) In our opinion, and to the best of our information and according to the explanations given to us, the said accounts read with the 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:

(i) In the case of the Balance sheet, of the state of affairs of the company as at 31st March 2011

(ii) In the case of the Profit and Loss account, of the profit of the company for the year ended on the date.

And

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

As required by the Companies (Auditor's Report) order, 2004 and according to the information and explanations given to us during the course of audit and on the basic of such checks as were considered appropriate, we report that;

ANNEXURE A' TO THE AUDITOR'S REPORT

(i) Fixed Assets :-

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

(b) As explained to us, the assets have been physically verified by the management in accordance with a phased programme of verification, which in our opinion is reasonable, considering the size and nature of its business. The frequency of verification is reasonable and no material discrepancies have been noticed on such physical verification;

(c) The company has not disposed of the substantial part of fixed assets during the year which affect the going concern assumption.

(ii) Inventory :-

(a) As informed to us, the stock of finished goods, Workin- Process, stores, spare-parts and raw materials have been physically verified by the management during the year at reasonable intervals except material lying with third parties, where confirmation are obtained;

(b) In our opinion, the procedures of physical verification of stocks followed by the management 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 inventories. The discrepancies noticed on the verification of stocks as compare to book records were not material and these have been properly dealt with in the books of accounts.

(iii) Loans & Advances :-

(a) The company has taken unsecured loans from companies, Firms or other parties listed in the register maintained u/s. 301 of the Companies Act, 1956. There are Seven Such Parties Covered u/s 301 of the Companies Act. 1956. Total amount Credited is Rs. 5.71 Crore and Debited Rs.11.91 Crore.

(b) The company has granted unsecured loans to Companies, Firms or other parties mentioned under the register maintained u/s. 301 of the Companies Act, 1956. There is One such Party Covered u/s 301 of the Companies Act. 1956. Total amount Debited is Rs. 29.33 Lacs and Credited is Rs. 8.77 Lacs.

(c) As per information and explanations given to us, the rate of interest is 6% PA. on the loan taken by the company. Other terms and conditions, if applicable on loan taken are not prima facie prejudicial to the interest of the company.

(d) As per information and explanations given to us, the rate of interest is 6% PA. on the loan granted by the company wherever applicable. Other terms and conditions, if applicable on loan given are not prima facie prejudicial to the interest of the company.

(e) The parties to whom advances in the nature of loans have been given are repaying the principle amounts as stipulated wherever applicable.

(f) There is no overdue amount of loans taken or granted by the company.

(iv) Internal control procedure :-

In our opinion and according to the information and explanations given to us, internal control procedures for the purchase of stores, Raw materials including components plant and machinery, equipment and other assets and for the sale of goods commensurate with the size of the company and nature of its business. During the course of our audit no major weaknesses has been noticed in the internal control.

(v) Transaction with Parties u/s 301: -

(a) The transaction made in pursuance to contracts or arrangements that need to be entered in to the register maintained u/s. 301 of the Companies Act, 1956 have been recorded in register.

(b) In our opinion and according to the information and explanations given to us, the transaction exceeding Rs. 5 lacs each have been made at price, which are reasonable having regards to prevailing market price at the relevant time.

(vi) Public Deposits :-

The company has accepted deposits which are exempted/ excluded from the provisions of section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

(vii) Internal Audit System :-

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

(viii) Cost Records :-

We have broadly reviewed the Books of accounts maintained by the company as prescribed by the Central Government for maintenance of cost records u/s. 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 a detail examination of the accounts and records.

(ix) Statutory Dues :-

(a)According to the records of the company, the company is generally regular in depositing undisputed statutory dues including PF. & E.S.I.C., Income-Tax, Wealth-Tax, Sales-Tax, Custom Duty, Excise Duty Cess and any other statutory dues with appropriate authorities. According to the information and explanations given to us, there are no undisputed amounts payable in respect of such statutory dues which has remained outstanding as at 31st March, 2011 for a period more than six months from the date they became payable.

(b)According to information and explanation given to us, there is no disputed amounts payable in respect of such statutory dues.

(x) Accumulated / Cash Losses :-

The company has no accumulated losses and has not incurred cash losses in the current financial year and in the immediately preceding the financial year.

(xi) Default in Repayment of Dues to Banks / Financial Institution etc. :-

The company has not defaulted in repayment of dues to the financial institution or Bank.

(xii) Granting of Loan & Advances :-

The company has not granted Loan & Advances on the basis of securities by way of pledge of shares, debenture and other securities.

(xiii)Chit Fund / Nidhi / Mutual Fund :-

The provisions of any Special Statute applicable to Chit Fund, Nidhi, Mutual Benefit Fund/ Societies are not applicable to the company.

(xiv) Dealing or Trading in Shares etc. : -

As explained to us by the management, the company has purchased securities / shares of the Govt. and other companies for the short-term investment purpose. Dealing in shares is not a main activity of the company. The Shares/ Securities held by the company are in its own name.

(xv) Guarantee Given by Company :-

As explained to us by the management, the company has not given guarantee for loans taken by others from banks or financial institution.

(xvi) Utilization of Term Loans :-

The Term Loans taken by the company were applied for the purpose for which it had been obtained.

(xvii) Application of Short Term Fund for Long Term Investment and vice versa :-

On the basis of our examination of the cash flow statement, the funds raised on short term basis have not been used for long term investment and Vice Versa.

(xviii)Allotment of Bonus Shares :-

The Company has not issued any Bonus Shares during the year.

(xix)Creation of Securities for Debenture Issued :-

The Company has not issued any Debenture during the year.

(xx) Preferential Allotment of Shares :-

The company has not made any preferential allotment of Preference Shares during the year under consideration.

(xxi) Fraud noticed or Reported :-

As per information & explanation given to us, no fraud on or by the company has been notice or reported during the year.

For, PRADEEP SINGHI & ASSOCIATES

Chartered Accountants

PRADEEP KUMAR SINGHI

Place : Surat Proprietor

Date : 15.07.2011 M. NO. 200/24612

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Mar 31, 2010

We have audited the attached Balance Sheet of SUMEET INDUSTRIES LIMITED, SURAT as at 31st March, 2010 and also the Profit and Loss Account for the year ended and 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 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 provide a reasonable basis for our opinion.

(1) As required by the Companies (Auditors Report) Orders 2004 issued by the company law Board in terms of section 227 (4A) of the companies Act, 1956, we annex hereto Annexure A on the matters specified in paragraphs 4 and 5 of the said order.

(2) Further to our comments in the Annexure A referred to in paragraph (1) above, we report that:

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

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

(C) The Balance Sheet and Profit and Loss Account dealt with by the report are in agreement with the books of account;

(D) In our opinion, the Balance Sheet and the Profit and Loss Account dealt with by this report comply with the Accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, to the extent applicable.

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 are disqualified as on 31st March,2010 from being appointed as director in term 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 with the 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:

(i) In the case of the Balance sheet, of the state of affairs of the company as at 31st March 2010,

(ii) In the case of the Profit and Loss account, of the profit of the company for the year ended on the date.

And

(iii) In the case of cash flow statement, of the cash flows for the year ended on that Date.

As required by the Companies (Auditors Report) order, 2004 and according to the information and explanations given to us during the course of audit and on the basis of such checks as were considered appropriate, we report that :



ANNEXURE A TO THE AUDITORS REPORT

(i) Fixed Assets:-

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

(b) As explained to us, the assets have been physically verified by the management in accordance with a phased programme of verification, which in our opinion is reasonable, considering the size and nature of its business. The frequency of verification is reasonable and no material discrepancies have been noticed on such physical verification;

(c) The company has not disposed of the substantial part of fixed assets during the year which affect the going concern assumption.

(ii) Inventory :-

(a) As informed to us, the stock of finished goods, Work-in-Process, stores, spare-parts and raw materials have been physically verified by the management during the year at reasonable intervals except material lying with third parties, where confirmation are obtained;

(b) In our opinion, the procedures of physical verification of stocks followed by the management 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 inventories. The discrepancies noticed on the verification of stocks as compare to book records were not material and these have been properly dealt with in the books of accounts.

(iii) Loans & Advances :-

(a) The company has granted unsecured loans to companies, Firms or other parties mentioned under the register maintained U/S 301 of the companies Act, 1956. There are Two such Parties Covered U/S 301 of the companies Act. 1956. Total amount Debited is Rs.15.00 Lacs and Credited is Rs. 8.00 Lacs.

(b) As per information and explanations given to us, the rate of interest is 6% PA. on the loan granted by the company wherever applicable. Other terms and conditions, if applicable on loan given are not prima facie prejudicial to the interest of the company.

(c) The receipt of Principal amount and interest are also regular.

(d) As informed to us, the company has taken reasonable steps for recovery of the principal amount and interest above Rs. 1 Lacs.

(e) The company has taken unsecured loans from companies, firms or other parties listed in the register maintained u/s. 301 of the Companies Act, 1956. There are Three Such Parties Covered U/S 301 of the Companies Act. 1956. Total amount Credited is Rs. 17.78 Crore and Debited Rs. 4.64 Crore.

(f) As per information and explanations given to us, the rate of interest is 6% PA on the loans taken by the company. Other terms and conditions, if applicable on loan taken are not prima facie prejudicial to the interest of the company.

(g) The Payment of Principal amount and interest are also regular as per mutual understanding with parties.

(iv) Internal control procedure :-

In our opinion and according to the information and explanations given to us, internal control procedures for the purchase of stores, Raw materials including components plant and machinery, equipment and other assets and for the sale of goods commensurate with the size of the company and nature of its business. During the course of our audit no major weaknesses has been noticed in the internal control.

(v) Transaction with Parties u/s 301 : -

(a) The transaction made in pursuance to contracts or arrangements that need to be entered in to the register maintained U/S 301 of the Companies Act, 1956 have been recorded in register.

(b) In our opinion and according to the information and explanations given to us, the transaction exceeding Rs. 5 lacs each have been made at price, which are reasonable having regards to prevailing market price at the relevant time.

(vi) Public Deposits :-

The company has accepted deposits which are exempted/ excluded from the provisions of section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

(vii) Internal Audit System :-

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

(viii) Cost Records :-

We have broadly reviewed the Books of Accounts maintained by the company as prescribed by the Central Government for maintenance of cost records U/S 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 a detail examination of the accounts and records.

(ix) Statutory Dues:-

(a) According to the records of the company, the company is generally regular in depositing undisputed statutory dues including P.F. & E.S.I.C., Income-Tax, Wealth-Tax, Sales-Tax, Custom Duty, Excise Duty, Cess and any other statutory dues with appropriate authorities. According to the information and explanations given to us , there are no undisputed amounts payable in respect of such statutory dues which has remained outstanding as at 31st March,2010 for a period more than six months from the date they became payable.

(b) According to information and explanation given to us, there is no disputed amounts payable in respect of such statutory dues.

(x) Accumulated/ Cash Losses:-

The company has no accumulated losses and has not incurred cash losses in the current financial year and in the immediately preceding the financial year.

(xi) Default in Repayment of Dues to Banks / Financial Institution etc.:-

The company has not defaulted in repayment of dues to the financial institution or Bank.

(xii) Granting of Loan & Advances:-

The company has not granted Loan & Advances on the basis of securities by way of pledge of shares, debenture and other securities.

(xiii) Chit Fund / Nidhi / Mutual Fund:-

The provisions of any Special Statute applicable to Chit Fund, Nidhi, Mutual Benefit Fund/ Societies are not applicable to the company.

(xiv) Dealing or Trading in Shares etc.: -

As explained to us by the management, the company has purchased securities / shares of the Govt. and other companies for the short-term investment purpose. Dealing in shares is not a main activity of the company. The Shares/ Securities held by the company are in its own name. .

(xv) Guarantee Given by Company:-

As explained to us by the management, the company has not given guarantee for loans taken by others from banks or financial institution.

(xvi) Utilization of Term Loans:-

The Term Loans taken by the company were applied for the purpose for which it had been obtained.

(xvii) Application of Short Term Fund for Long Term Investment and vice versa:-

On the basis of our examination of the cash flow statement, the funds raised on short term basis have not been used for long term investment and Vice Versa.

(xviii) Allotment of Bonus Shares:-

The Company has not issued any Bonus Shares during the year.

(xix) Creation of Securities for Debenture Issued:-

The Company has not issued any Debenture during the year.

(xx) Preferential Allotment of Shares :-

The company has made preferential allotment of Preference Shares during the year under consideration. In our opinion and according to the information provided to us, the price at which such shares have been issued is not prima facie prejudicial to the interest of the company.

(xxi) Fraud noticed or Reported:-

As per information & explanation given to us, no fraud on or by the company has been notice or reported during the year.

For, PRADEEP SINGHI & ASSOCIATES Chartered Accountants

PRADEEP KUMAR SINGH Place : Surat Proprietor Date : 09-06-2010 M. NO. 200/24612