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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Auditor Report of Dalmia Bharat Sugar and Industries Ltd.

Mar 31, 2025

Key Audit Matter

Auditor''s Response

(1) Determination of net realizable value of inventory of
sugar as at the year ended March 31, 2025 (Refer
note 8 & 35 to the Financial Statements)

As on March 31, 2025, the Company has inventory of
sugar with the carrying value '' 1286.10 Crores. The
inventory of sugar is valued at the lower of cost and
net realizable value.

Our procedures included the following:

â¢ We understood and tested the design and operating
effectiveness of controls as established by the
management in determination of net realizable value
of inventory of sugar.

â¢ Assessing the appropriateness of Company''s
accounting policy for valuation of finished goods and
compliance of the policy with the requirements of the
prevailing accounting standards.

Key Audit Matter	Auditor''s Response
We considered the inventory valuation of sugar as a key audit matter given the relative size of the balance in the Financial Statements and significant judgment involved in the consideration of factors such as minimum sale price, monthly quota, fluctuation in selling prices and the related notifications of the Government in determination of net realizable value.	â¢ We considered various factors including the actual selling price prevailing around and subsequent to the year-end, minimum selling price, monthly quota and other notifications of the Government of India, initiatives taken by the Government with respect to sugar industries. â¢ Compared the cost of the finished goods with the estimated net realizable value and checked if the finished goods were recorded at net realizable value where the cost was higher than the net realizable value.
(2) Litigations Matters & Contingent Liabilities (Refer note 31 of the Financial Statements) The Company is subject to claims and litigations. Major risks identified by the Company in that area relate to claims against the Company and taxation matters. The amounts of claims and litigations may be significant and estimates of the amounts of provisions or contingent liabilities are subject to significant management judgment. Due to complexity involved in these litigation matters, management''s judgment regarding recognition and measurement of provisions for these legal proceedings is inherently uncertain and might change over time as the outcomes of the legal cases are determined and it has been considered as a key audit matter.	Our procedures included the following: â¢ Assessing the procedures implemented by the Company to identify and gather the risks it is exposed to. â¢ Discussion with the management on the evelopment in these litigations during the year ended March 31, 2025. â¢ Obtaining an understanding of the risk analysis performed by the Company, with the relating supporting documentation and studying written statements from internal/ external legal experts, when applicable. â¢ Verification that the accounting and/ or disclosures as the case may be in the Financial Statements is in accordance with the assessment of legal counsel/ management.
	â¢ Obtaining representation letter from the management on the assessment of those matters as per SA 580 (revised)-written representations.

We have audited the accompanying Financial
Statements of Dalmia Bharat Sugar and Industries
Limited ("the Company"), which comprise the Balance
Sheet as at March 31, 2025, the Statement of Profit
and Loss including Other Comprehensive Income, the
Statement of Changes in Equity and the Statement of
Cash Flows for the year ended on that date, and notes to
the Financial Statements including a summary of material
accounting policies and other explanatory information
(hereinafter referred to as "the Financial Statements").

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
Financial Statements give the information required by
the Companies Act, 2013, ("the Act") in the manner so
required and give a true and fair view in conformity with
the Indian Accounting Standards ("Ind AS") prescribed
under section 133 of the Act and other accounting
principles generally accepted in India, of the state of
affairs of the Company as at March 31, 2025 and its
profit and other comprehensive loss, changes in equity
and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Financial Statements
in accordance with the Standards on Auditing ("SAs")
specified under Section 143(10) of the Act. Our
responsibilities under those Standards are further
described in the Auditor''s Responsibilities for the Audit
of the Financial Statements section of our report. We
are independent of the Company in accordance with
the Code of Ethics issued by the Institute of Chartered

Accountants of India ("ICAI") together with the ethical
requirements that are relevant to our audit of the
Financial Statements under the provisions of the Act and
the Rules made thereunder, and we have fulfilled our
other ethical responsibilities in accordance with these
requirements and the ICAI''s Code of Ethics. We believe
that the audit evidence obtained by us is sufficient and
appropriate to provide a basis for our audit opinion on
the Financial Statements.

Emphasis of Matter

Attention is drawn to Note No.46 regarding merger of
Baghauli Sugar and Distillery Limited (100% Subsidiary of
the company) by the Company. As per National Company
Law Tribunal "NCLT", Chennai order dated April 25th
2025, Baghauli Sugar and Distillery limited gets merged
with Dalmia Bharat Sugar and Industries Limited with
effect from April 01^st 2024 i.e. the appointed date as per
the scheme. The same is considered as "adjusting event"
as per Ind AS-10 and accordingly financials for the year
ended March 31^st 2025 have been given effect to the
above scheme.

Our opinion is not modified in respect of above matter.

Key Audit Matters

Key audit matters are those matters that, in our
professional judgment, were of most significance in our
audit of the Financial Statements of the current period.
These matters were addressed in the context of our audit
of the Financial Statements as a whole, and in forming
our opinion thereon, and we do not provide a separate
opinion on these matters. We have determined the
matters described below to be the key audit matters to
be communicated in our report.

Information Other than the
Financial Statements and Auditor''s
Report Thereon

The Company''s Board of Directors are responsible for the
other information. The other information comprises the
information included in the Management Discussion and
Analysis, Board''s Report including Annexures to Board''s
Report, Business Responsibility & Sustainability Report
and Report on Corporate Governance and Shareholder''s
information, but does not include the Financial
Statements and our auditor''s report thereon.

Our opinion on the Financial Statements does not cover
the other information and we do not express any form of
assurance conclusion thereon.

In connection with our audit of the Financial Statements,
our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the Financial Statements or
our knowledge obtained during the course of our audit or
otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude
that there is a material misstatement of this other
information, we are required to report that fact. There is
no material misstatement observed during the audit by
us, therefore we have nothing to report in this matter.

Responsibilities of the Management and
Those Charged with Governance for the
Financial Statements

The Company''s Board of Directors are responsible for
the matters stated in section 134(5) of the Act with
respect to the preparation of these Financial Statements
that give a true and fair view of the financial position,
financial performance including other comprehensive
loss, changes in equity and cash flows of the Company
in accordance with the accounting principles generally
accepted in India, including the Ind AS specified under
Section 133 of the Act.

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

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

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

Auditor''s Responsibilities for the Audit of
the Financial Statements

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

expected to influence the economic decisions of users
taken based on these Financial Statements.

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

â¢ Identify and assess the risks of material misstatement
of the Financial Statements, whether due to fraud

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

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

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

â¢ Conclude on the appropriateness of management''s
use of the going concern basis of accounting and,
based on the audit evidence obtained, whether

a material uncertainty exists related to events or
conditions that may cast significant doubt on the
Company''s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are
required to draw attention in our auditor''s report to the
related disclosures in the Financial Statements or, if
such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence
obtained up to the date of our auditor''s report.
However, future events or conditions may cause the
Company to cease to continue as a going concern.

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

We communicate with those charged with governance
regarding, among other matters, the planned scope
and timing of the audit and significant audit findings,

including any significant deficiencies in internal control
that we identify during our audit.

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

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

Report on Other Legal and Regulatory
Requirements

1. As required by the Companies (Auditor''s Report)
Order, 2020 ("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 paragraphs 3 and 4 of the
Order.

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

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

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

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

d) In our opinion, the aforesaid Financial Statements
comply with the Ind AS specified under Section 133
of the Act.

e) On the basis of the written representations received
from the directors as on March 31, 2025 taken

on record by the Board of Directors, none of the
directors is disqualified as on March 31, 2025, from
being appointed as a director in terms of Section
164 (2) of the Act.

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

g) With respect to the Other Matters to be included
in the Auditor''s Report in accordance with the
requirements of section 197(16) of the Act, as
amended in our opinion and to the best of our
information and according to the explanation
given to us, the remuneration paid / payable by
the Company to its directors during the year is in
accordance with the provisions of section 197 of
the Act.

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

i. The Company has disclosed the impact of
pending litigations as at March 31, 2025 on its
financial position in its Financial Statements.
Refer note 31 to the Financial Statements.

ii. The Company has made provisions, as required
under the applicable law or accounting
standards, for material foreseeable losses, if
any, on long term contracts including derivatives
contracts.

iii. There has been no delay in transferring
amounts required to be transferred to the
Investor Education and Protection Fund by the
Company.

iv. (a) The Management has represented to us

that, to the best of its knowledge and
belief, no funds have been advanced
or loaned or invested (either from
borrowed funds or share premium or

any other sources or kind of funds) by
the Company to or in any other persons
or entities, including foreign entities
("Intermediaries"), with the understanding,
whether recorded in writing or otherwise,
that the Intermediary shall, whether,
directly or indirectly lend or invest in
other persons or entities identified in any
manner whatsoever by or on behalf of
the Company ("Ultimate Beneficiaries") or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries;

the Company shall, whether, directly or
indirectly, lend or invest in other persons
or entities identified in any manner
whatsoever by or on behalf of the Funding
Party ("Ultimate Beneficiaries") or provide
any guarantee, security or the like on
behalf of the Ultimate Beneficiaries;

(c) Based on our audit procedure conducted
that have been considered reasonable and
appropriate in the circumstances, nothing
has come to our notice that cause us to
believe that the representation under subÂ¬
clause (i) and (ii) of Rule 11 (e), as provided
under (a) & (b) above, contain any material
misstatement.

(v) As states in note 12 to the Financial Statements:

(a) The final dividend proposed in the previous

year, declared and paid by the Company during
the year is in accordance with section 123, as
applicable.

(b) The interim dividend declared and paid by the
Company during the year and until the date of
this audit report is in accordance with section
123.

(c) The Board of Director of the Company have
proposed final dividend for the year, which is
subject to the approval of the members at the
ensuing Annual General Meeting. The amount
of dividend proposed is in accordance with
Section 123 of the Act, as applicable.

(vi) Based on our examination, which included test

checks, the Company has used accounting software
for maintaining its books of account for the financial
year ended March 31, 2025, which have a feature
of recording audit trail (edit log) facility and the
same has operated throughout the year for all the
transactions recorded in the accounting software.
Further, during the course of our audit we did not
come across any instance of audit trail feature
being tampered with and the audit trail has been
preserved by the Company as per the statutory
requirements for record retention.

For NSBP & Co.

Chartered Accountants
Firm''s Registration Number: 001075N

Ram Niwas Jalan

Partner

Membership Number: 082389
UDIN: 25082389BMMJSM2738

Place: New Delhi
Date: May 13, 2025

Mar 31, 2024

We have audited the accompanying Standalone Financial Statements of Dalmia Bharat Sugar and Industries Limited

("the Company"), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and notes to the Standalone Financial Statements including a summary of material accounting policies and other explanatory information (hereinafter referred to as "the Standalone 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 Companies Act, 2013, ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards ("Ind AS") prescribed under section 133 of the Act and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024 and its profit and other comprehensive loss, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing ("SAs") specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical

requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Financial Statements.

Emphasis of Matter

We draw your attention to Note 44 (a) to the Standalone Financial Statements, regarding acquisition of Baghauli Sugar and Distillery Limited by the Company. The Company has acquired 100% equity shares of Baghauli Sugar and Distillery Limited (became 100% subsidiary of the Company with effect from December 22, 2023) pursuant to Hon''ble National Company Law Tribunal (NCLT) order dated November 24, 2023 and Hon''ble National Company Law Appellate Tribunal (NCLAT) order dated December 22, 2023. As per the terms of the approved resolution plan, the Company has made investment of Rs.50.00 crore in the equity shares of Baghauli Sugar and Distillery Limited and given loan of Rs.91.85 crore to Baghauli Sugar and Distillery Limited for further payment to secured financial creditors.

Our opinion is not modified in respect of above matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter

Auditor''s Response

(1) Determination of net realizable value of

inventory of sugar as at the year ended March 31, 2024 (Refer note 8 & 36 to the Standalone Financial Statements)

As on March 31, 2024, the Company has inventory of sugar with the carrying value Rs.1351.99 Crores. The inventory of sugar is valued at the lower of cost and net realizable value.

Our procedures included the following:

â¢ We understood and tested the design and operating effectiveness of controls as established by the management in determination of net realizable value of inventory of sugar.

â¢ Assessing the appropriateness of Company''s accounting policy for valuation of finished goods and compliance of the policy with the requirements of the prevailing accounting standards.

Key Audit Matter

Auditor''s Response

We considered the inventory valuation of sugar â¢ We considered various factors including the actual selling price as a key audit matter given the relative size of the prevailing around and subsequent to the year-end, minimum balance in the Standalone Financial Statements and selling price, monthly quota and other notifications of the significant judgment involved in the consideration Government of India, initiatives taken by the Government with of factors such as minimum sale price, monthly respect to sugar industries.

quota, fluctuation in selling prices and the related .. . ,

â¢ Compared the cost of the finished goods with the estimated net

notifications of the Government in determination of

t b i realizable value and checked if the finished goods were recorded

at net realizable value where the cost was higher than the net realizable value.

(2) Litigations Matters & Contingent Liabilities (Refer note 32 of the Standalone Financial Statements)

The Company is subject to claims and litigations. Major risks identified by the Company in that area relate to claims against the Company and taxation matters. The amounts of claims and litigations may be significant and estimates of the amounts of provisions or contingent liabilities are subject to significant management judgment.

Due to complexity involved in these litigation matters, management''s judgment regarding recognition and measurement of provisions for these legal proceedings is inherently uncertain and might change over time as the outcomes of the legal cases are determined and it has been considered as a key audit matter.

Our procedures included the following:

â¢ Assessing the procedures implemented by the Company to identify and gather the risks it is exposed to.

â¢ Discussion with the management on the development in these litigations during the year ended March 31,2024.

â¢ Obtaining an understanding of the risk analysis performed by the Company, with the relating supporting documentation and studying written statements from internal/ external legal experts, when applicable.

â¢ Verification that the accounting and/ or disclosures as the case may be in the Standalone Financial Statements is in accordance with the assessment of legal counsel/ management.

â¢ Obtaining representation letter from the management on the assessment of those matters as per SA 580 (revised)-written representations.

(3) Deferred Tax Assets / Liability (Refer note 28 to the Standalone Financial Statements)

From the financial year commencing April 1,2019, the Government of India Promulgated the Taxation Laws (Amendment) Ordinance, 2019 (enacted into Taxation Laws) (Amendment) Act, 2019) has introduced Section 115BAA of the Income Tax Act 1961 in which companies can opt for lower tax rate based on certain conditions such as foregoing exemptions/deductions including deduction under chapter VI A and foregoing the benefits of MAT credit entitlement.

During the current financial year, the Company has made tax provisions based on new tax regime.

Our procedures included the following:

â¢ Evaluated the design and tested the operating effectiveness of key controls implemented by the Company over recognition of deferred tax assets based on the assessment of Company''s ability to generate sufficient taxable profits in foreseeable future allowing the use of deferred tax assets.

â¢ Evaluated the management''s assessment for complying with the prescribed conditions as mentioned in the relevant notification issued by Income Tax department.

â¢ Understood and verified the assumptions taken for preparation of future profit projections, considered impact of reversal of exemption not available in new tax regime and calculated the deferred tax accordingly.

â¢ Tested the arithmetical accuracy of the calculations performed by the management.

â¢ Evaluated management''s assessment of time period available for adjustment of such deferred tax assets as per provisions of the Income-tax Act, 1961 and appropriateness of the accounting treatment with respect to the recognition of deferred tax assets as per requirements of Ind AS 12, Income Taxes.

â¢ Evaluated the appropriateness of the disclosures made in the Standalone Financial Statements in respect of deferred tax assets.

Information Other than the Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors are responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Business Responsibility & Sustainability Report and Report on Corporate Governance and Shareholder''s information, but does not include the Financial Statements and our auditor''s report thereon.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Management and Those Charged with Governance for the Standalone Financial Statements

The Company''s Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive loss, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS specified under Section 133 of the Act.

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 Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

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

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

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

Q Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3X0 of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to the standalone financial statements in place and the operating effectiveness of such controls.

Q Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

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

Q Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("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 paragraphs 3 and 4 of the Order.

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

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

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

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

d) In our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on March 31, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2024, from being appointed as a director in terms of Section 164 (2) of the Act.

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

internal financial controls with reference to the standalone financial statements.

g) With respect to the Other Matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended in our opinion and to the best of our information and according to the explanation given to us, the remuneration paid / payable by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

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

i. The Company has disclosed the impact of pending litigations as at March 31, 2024 on its financial position in its Standalone Financial Statements. Refer note 32 to the Standalone Financial Statements.

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

iii. There has been no delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the Company.

iv. (a) The Management has represented to us that, to

the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented to us that, to the best of its knowledge and belief no funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on our audit procedure conducted that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice

that cause us to believe that the representation under sub-clause (i) and (ii) of Rule 11 (e), as provided under (a) & (b) above, contain any material misstatement.

(v) As states in note 12 to the Standalone Financial Statements:

(a) The final dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with section 123, as applicable.

(b) The interim dividend declared and paid by the Company during the year and until the date of this audit report is in accordance with section 123.

(c) The Board of Director of the Company have proposed final dividend for the year, which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with Section 123 of the Act, as applicable.

(vi) Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account for the financial year ended March 31,2024, which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all the transactions recorded in

the accounting software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.

As per the Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 01, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rule, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31,2024.

For NSBP & Co.

Chartered Accountants Firm''s Registration Number: 001075N

Subodh Kumar Modi

Partner

Membership Number: 093684 UDIN: 24093684BKECZS3154

Place: New Delhi Date: May 14, 2024

Mar 31, 2023

Dalmia Bharat Sugar and Industries Limited

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying financial statements of Dalmia Bharat Sugar and Industries Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and notes to the financial statements including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013, as amended ("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, 2023 and its profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to

our audit of the financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the financial statements.

Emphasis of Matter

We draw your attention to note 48 to the financial statements, regarding the approval of the Scheme of Arrangement between Himshikhar Investment Limited (the "Transferror Company" or "HIL") and the Company and their respective shareholders for transfer of the transferor company (the ''Scheme'') received from the National Company Law Tribunal vide its Order dated June 10, 2022, from appointed date of April 1, 2021. However, the accounting treatment pursuant to the Scheme has been given effect to from the date required under Ind AS 103 - Business Combinations, which is the beginning of the preceding period from April 1, 2021. Accordingly, the figures for the year ended March 31,2022, have been restated to give effect to the aforesaid merger.

Our opinion is not modified in respect of above matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matter

Auditor''s Response

(1) Determination of net realizable value of inventory of sugar as at the year ended March 31, 2023 (Refer note 8 & 36 to the Financial Statements)

As on March 31, 2023, the Company has inventory of sugar with the carrying value H671.85 Crores. The inventory of sugar is valued at the lower of cost and net realizable value.

We considered the inventory valuation of sugar as a key audit matter given the relative size of the balance in the financial statements and significant judgment involved in the consideration of factors such as minimum sale price, monthly quota, fluctuation in selling prices and the related notifications of the Government in determination of net realizable value.

Our procedures included the following:

â¢ We understood and tested the design and operating effectiveness of controls as established by the management in determination of net realizable value of inventory of sugar.

â¢ Assessing the appropriateness of Company''s accounting policy for valuation of finished goods and compliance of the policy with the requirements of the prevailing accounting standards.

â¢ We considered various factors including the actual selling price prevailing around and subsequent to the year-end, minimum selling price, monthly quota and other notifications of the Government of India, initiatives taken by the Government with respect to sugar industries.

Key Audit Matter		Auditor''s Response
		â¢ Compared the cost of the finished goods with the estimated net realizable value and checked if the finished goods were recorded at net realizable value where the cost was higher than the net realizable value.
(2)	Litigations Matters & Contingent Liabilities (Refer note	Our procedures included the following:
	32 of the Financial Statements)	â¢ Assessing the procedures implemented by the Company to
	The Company is subject to claims and litigations. Major	identify and gather the risks it is exposed to.
	risks identified by the Company in that area relate to claims against the Company and taxation matters. The amounts of claims and litigations may be significant and estimates of the	â¢ Discussion with the management on the development in these litigations during the year ended March 31,2023.
	amounts of provisions or contingent liabilities are subject to	â¢ Obtaining an understanding of the risk analysis performed by
	significant management judgment.	the Company, with the relating supporting documentation
	Due to complexity involved in these litigation matters, management''s judgment regarding recognition and	and studying written statements from internal/ external legal experts, when applicable.
	measurement of provisions for these legal proceedings is	â¢ Verification that the accounting and/ or disclosures as the
	inherently uncertain and might change over time as the	case may be in the financial statements is in accordance with
	outcomes of the legal cases are determined and it has been	the assessment of legal counsel/ management.
	considered as a key audit matter.	â¢ Obtaining representation letter from the management on the assessment of those matters as per SA 580 (revised)-written representations.
(3)	Calculation of deferred tax liability on the basis of dual	Our procedures included the following:
	rates (Refer note 28 to the Financial Statements)	â¢ Evaluated the design and tested the operating effectiveness
	From the financial year commencing April 1, 2019, the	of key controls implemented by the Company over
	Government of India Promulgated the Taxation Laws	recognition of deferred tax assets based on the assessment
	(Amendment) Ordinance, 2019 (enacted into Taxation Laws)	of Company''s ability to generate sufficient taxable profits in
	(Amendment) Act, 2019) has introduced Section 115BAA of	foreseeable future allowing the use of deferred tax assets.
	the Income Tax Act 1961 in which companies can opt for lower tax rate based on certain conditions such as foregoing exemptions/deductions including deduction under chapter VI A and foregoing the benefits of MAT credit entitlement.	â¢ Considered the relevant accounting standards and clarifications given by ITFG for recognition of deferred tax assets and liabilities based on the tax rates expected to be applied at the time of reversal and assessed the
	As per Para 47 of Ind AS 12 and clarifications given in bulletin no 23 of ITFG, where a company expects to avail of the lower tax rate only from a later financial year it should apply the lower tax rate in measurement of deferred taxes only to the extent that the deferred tax assets are expected to be realized or deferred tax liabilities are expected to be settled	appropriateness of the recognition of deferred tax assets/ liabilities. â¢ Evaluated the management''s assessment for complying with the prescribed conditions as mentioned in the relevant notification issues by income Tax department.
	in the periods during which the Company expects to be	â¢ Understood and verified the assumptions taken for
	subject to lower tax rate. To the extent deferred tax assets are	preparation of future profit projections, utilization of MAT
	expected to be realized or deferred tax liabilities are expected	Credit and for migration to new tax regime as prepared by
	to be settled in earlier periods, the normal tax rate should be	the management.
	applied.	â¢ Tested the arithmetical accuracy of the calculations
	Based on the assessment made by the Company, deferred tax	performed by the management.
	liability/Assets has been calculated on the basis of dual tax rates as may be applicable in future. Measurement of deferred tax assets & liabilities has resulted in reversal of deferred tax liability of H NIL (Previous Year H42.46 Crores)	â¢ Evaluated management''s assessment of time period available for adjustment of such deferred tax assets as per provisions of the Income-tax Act, 1961 and appropriateness of the accounting treatment with respect to the recognition of deferred tax assets as per requirements of Ind AS 12, Income Taxes.
		â¢ Evaluated the appropriateness of the disclosures made in the financial statements in respect of deferred tax assets.

Other Information

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report but does not include the financial statements and our auditor''s report thereon.

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

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Management and Those Charged with Governance for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. 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 the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

Auditor''s Responsibilities for the Audit of the Financial Statements

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

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

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

â¢ Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3X0 of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

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

â¢ Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying

transactions and events in a manner that achieves fair presentation.

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

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

Other Matter

The Company has prepared these financial statement after giving effect to the Scheme of Amalgamation of Himshikhar Investment Limited, a wholly owned subsidiary, with the Company with an appointed date of April 1,2021 (the"Scheme") and accordingly the audited financial statement of the Company for the year ended March 31, 2022 have been restated as per the requirements of Ind AS 103 to include the audited financial statement of erstwhile Himshikhar Investment Limited for the above periods. We did not audit the audited financial statement and other financial information of Himshikhar Investment Limited which, without giving effect to elimination of intra-group transactions, reflect total assets of H 200.28 crore as at March 31, 2022, total revenues of H2.08 crore, total net profit after tax of H2.10 crore and total comprehensive losses of H8.17 crore for the year ended March 31, 2022 and net cash inflows amounting to H 0.11 crore for the year ended March 31, 2022. These audited financial statement and other information were reviewed by other auditor whose report had been furnished to us.

Our conclusion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("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 paragraphs 3 and

4 of the Order, to the extent applicable.

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

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

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

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

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

e) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2023, from being appointed as a director in terms of Section 164 (2) of the Act.

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

In our opinion, the managerial remuneration for the year ended March 31, 2023 has been paid by the Company to its directors in accordance with the provisions of section 197 of the Act read with Schedule V to the Act.

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

i. The Company has disclosed the impact of pending litigations as at March 31, 2023 on its financial position in its financial statement - Refer note 32 to the financial statements.

ii. The Company has made provisions, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivatives contracts.

iii. There has been no delay in transferring amounts

required to be transferred to the Investor Education

and Protection Fund by the Company.

iv. (a) Management has represented to us that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) Management has represented to us that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been received by the Company from any person(s) or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

appropriate in the circumstances, nothing has come to our notice that cause us to believe that the representation under sub-clause (a) & (b) contain any material misstatement.

(v) As states in note 12 to the financial statements:

(a) The final dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with section 123, as applicable.

(b) The interim dividend declared and paid by the Company during the year and until the date of this audit report is in accordance with section 123.

(c) The Board of Director of the Company have proposed final dividend for the year, which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with Section 123 of the Act, as applicable.

For NSBP & Co.

Chartered Accountants Firm''s Registration No. 001075N Subodh Kumar Modi

Partner

Place: New Delhi Membership No.: 093684

Date: May 19, 2023 UDIN: 23093684BGXGSR2946

Mar 31, 2022

Report on the audit of the standalone financialstatements

Opinion

We have audited the accompanying standalone financial statements of Dalmia Bharat Sugar and Industries Limited ("the Company"), which comprise the balance sheet as at March 31 2022, the statement of profit and loss, including the statement of other comprehensive income, the cash flow statement and the statement of changes in equity for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information ( hereinafter referred to as "the standalone 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 Companies Act, 2013, as amended ("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, 2022, its profit including other comprehensive losses, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs), as specified

under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the standalone financial statements section of our report. We are independent of the Company in accordance with the ''Code of Ethics'' issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics.

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to the key audit matters to be communicated in our report.

For each matter below, our description of how our audit addressed the matter is provided in that context.

Key Audit Matters

Auditor''s Response

(1) Litigations Matters & Contingent liabilities (as described in note no.32 of the standalone financial statements)

The Company is subject to claims and litigations. Major risks identified by the Company in that area relate to claims against the company and taxation matters. The amounts of claims and litigations may be significant and estimates of the amounts of provisions or contingent liabilities are subject to significant management judgment.

Principal Audit Procedures:

â¢ Assessing the procedures implemented by the company to identify and gather the risks it is exposed to.

â¢ Discussion with the management on the development in theses litigations during the year ended 31st March, 2022.

â¢ Obtaining an understanding of the risk analysis performed by the company, with the relating supporting documentation and studying written statements from internal / external legal experts, when applicable.

â¢ Verification that the accounting and / or disclosures as the case may be in the standalone financial statements is in accordance with the assessment of legal counsel/management.

â¢ Obtaining representation letter from the management on the assessment of those matters as per SA 580 (revised) - written representations.

Key Audit Matters		Auditor''s Response
(2)	Determination of net realizable value of inventory	Principal Audit Procedures:
	of sugar as at the year ended March 31, 2022	â¢ We understood and tested the design and operating effectiveness of
	As on March 31,2022, the Company has inventory of	controls as established by the management in determination of net
	sugar with the carrying value Rs. 914.28 Crores. The	realizable value of inventory of sugar.
	inventory of sugar is valued at the lower of cost and	â¢ Assessing the appropriateness of Company''s accounting policy for
	net realizable value.	valuation of finished goods and compliance of the policy with the
	We considered the inventory valuation of sugar as a	requirements of the prevailing accounting standards.
	key audit matter given the relative size of the balance	â¢ We considered various factors including the actual selling price
	in the financial statements and significant judgment	prevailing around and subsequent to the year-end, minimum selling
	involved in the consideration of factors such as	price, monthly quota and other notifications of the Government
	minimum sale price, monthly quota, fluctuation	of India, initiatives taken by the Government with respect to sugar
	in selling prices and the related notifications of the	industries.
	Government in determination of net realizable value.	â¢ Compared the cost of the finished goods with the estimated net
	For details: - Refer Note No 8 & 36 to the Financial	realizable value and checked if the finished goods were recorded at
	Statements.	net realizable value where the cost was higher than the net realizable value.
		â¢ Based on the above procedures performed, the management''s determination of the net realizable value of the inventory of sugar as at the year end and comparison with cost for valuation of inventory, is considered to be reasonable.
(3)	Calculation of deferred tax liability on the basis of	Principal Audit Procedures
	dual rates.	Our audit procedures in relation to the recognition of deferred tax assets/
	From the financial year commencing April 1, 2019,	liabilities included, but were not limited to, the following:
	the Government of India Promulgated the Taxation	â¢ Evaluated the design and tested the operating effectiveness of key
	Laws (Amendment) Ordinance, 2019 (enacted	controls implemented by the Company over recognition of deferred
	into Taxation Laws) (Amendment) Act, 2019) has	tax assets based on the assessment of Company''s ability to generate
	introduced Section 115BAA of the Income Tax Act	sufficient taxable profits in foreseeable future allowing the use of
	1961 in which companies can opt for lower tax	deferred tax assets.
	rate based on certain conditions such as foregoing exemptions/deductions including deduction under	â¢ Considered the relevant accounting standards and clarifications
	chapter VI A and foregoing the benefits of MAT credit	given by ITFG for recognition of deferred tax assets and liabilities
	entitlement.	based on the tax rates expected to be applied at the time of reversal and assessed the appropriateness of the recognition of Deferred Tax
	As per Para 47 of IND AS 12 and clarifications given in	Assets/Liabilities.
	bulletin no 23 of ITFG, where a company expects to avail of the lower tax rate only from a later financial	â¢ Evaluated the management''s assessment for complying with the
	year it should apply the lower tax rate in measurement	prescribed conditions as mentioned in the relevant notification issues
	of deferred taxes only to the extent that the deferred	by income Tax department.
	tax assets are expected to be realized or deferred tax	â¢ Understood and verified the assumptions taken for preparation of
	liabilities are expected to be settled in the periods	future profit projections, utilization of MAT Credit and for migration to
	during which the company expects to be subject to lower tax rate. To the extent deferred tax assets are	new tax regime as prepared by the management
	expected to be realized or deferred tax liabilities are	â¢ Tested the arithmetical accuracy of the calculations performed by the
	expected to be settled in earlier periods, the normal	management.
	tax rate should be applied.	â¢ Evaluated management''s assessment of time period available for
	Based on the assessment made by the company,	adjustment of such deferred tax assets as per provisions of the I ncome-
	deferred tax liability/Assets as on March 31,2022 has	tax Act, 1961 and appropriateness of the accounting treatment with
	been calculated on the basis of dual rates as may be	respect to the recognition of deferred tax assets as per requirements
	applicable in future. Measurement of deferred tax	of Ind AS 12, Income Taxes.
	assets & liabilities has resulted in reversal of deferred	â¢ Evaluated the appropriateness of the disclosures made in the financial
	tax liability of Rs. 42.46 Crores.	statements in respect of deferred tax assets.
	For details: - Refer Note No 28 to the Financial	â¢ Based on the above procedures performed, we are reasonably certain
	Statements	on recognition and disclosure of Deferred Tax Assets/Liabilities.

Key Audit Matters

Auditor''s Response

(4) Recognition of Government subsidies/ Impact of government policies/ notifications on recognition of subsidy accruals/claims.

During the year, Government has announced various incentive to sugar Companies due to depressed sugar prices in the market. The Company has recognized subsidy claims amounting to Rs. 98.37 crores.

For details: - Refer Note No. 40(a) & 51 to the Financial Statements.

Principal Audit Procedures:

â¢ We understood and tested the design and operating effectiveness of controls as established by management in recognition and assessment of the recoverability of the claims.

â¢ Company has formulated the policy for recognition of subsidy in the books of accounts and based on the same the company has accounted the income during the year.

â¢ We evaluated the management''s assessment regarding reasonable certainty for complying with the relevant conditions as specified in the notifications/policies and collections.

â¢ We considered the relevant notifications/policies issued by various authorities to ascertain the appropriateness of the recognition of accruals/claims, adjustments to claims already recognized pursuant to changes in the rates and basis for determination of claims.

â¢ The company has recognized the subsidy to the extent the company has complied with relevant notifications.

â¢ Based on the above procedures performed, the management''s estimates related to recognition of subsidy accruals/claim and their recoverability are considered to be reasonable.

Impairment Reversal of carrying value of property, plant and equipment (PPE).

(Refer to note 4 & 49 of the financial statement) (Rs. 21.79 Crores).

During the year company has performed an impairment assessment for PPE by:

Calculating the ''Value in use'' for each operating segment and the cash generating unit (CGU) using a discounted cash flow model.

We considered the value of impairment Reversal as a key audit matter given the relative size of the balance in the financial statements and significant judgement involved in the consideration of factors to arrive at value in use comparing with the recoverable amount of CGU.

For the purpose of ''value in use'' Management has considered the various factors such as future cash flow, sugar and other by - product sales realization price, capacity utilization, cane availability, recovery of sugar from the cane, other cost of production and various Government policies and regulations.

Principal Audit Procedures

â¢ We reviewed the impairment testing process implemented by management of the company, in order to identify trigger events and proceed to impairment testing, on the basis of cash-flow forecasts from the budget and business plan established by the Board of Management.

â¢ To evaluate the cash flow forecasts in the model for each operating segment and the process by which they were developed, we compared previous cash flow forecasts to actual results to assess the historical accuracy of forecasting.

â¢ Assessed the identification of the CGU which is smallest and indivisible group of assets that can generate largely independent cash inflows.

â¢ Tested the mathematical accuracy of the model''s calculations.

â¢ To evaluate the cash flow forecast to derive the value in use using assumption and methodologies such as discount rates, cash flow forecast and terminal growth rate.

â¢ Based on the above procedures performed, the management''s estimates related to impairment of CGU are considered to be appropriate.

Information Other Than the Standalone Financial Statements and Auditors'' Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the annual report but does not include the standalone financial statements and our auditor''s report thereon.

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to

be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with relevant Rules as applicable as amended.

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 ofappropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the 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 misstatement, whether due to fraud or error.

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

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

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

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

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

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

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

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

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

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all

relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("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 specified in paragraphs 3 and 4 of the Order.

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

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

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

(c) The balance sheet, the statement of profit and loss including the statement of other comprehensive income, the cash flow statement and statement of changes in equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, as amended;

(e) On the basis of the written representations received from the directors as on March 31, 2022 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2022 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure B" to this report; Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the company internal financial control over financial reporting of those company, for reasons stated therein; and

(g) In our opinion, the managerial remuneration for the year ended March 31, 2022 has been paid / provided

by the Company to its directors in accordance with the provisions of Section 197 read with Schedule V to the Act;

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

i. The company has disclosed the impact of pending litigations as at March 31, 2022 on its financial position in its standalone financial statements - Refer Note 32 to the standalone financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts;

iii. There has been no delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31,2022.

iv. (a) Management has represented to us that , to

the best of it''s knowledge and belief , other than as disclosed in the notes to the accounts no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) Management has represented to us that, to the best of its knowledge and belief , other than as disclosed in the notes to the account no funds have been received by the company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

are considered reasonable and appropriate in the circumstances , nothing has come to our attention that cause us to believe that the representation given by the management under paragraph (2) (h) (iv) (a) & (b) contain any material misstatement.

v. As stated in Notes 12 to the financial statements:

(a) The final dividend proposed in the previous year, declared and paid by the company during the year is in accordance with Section 123 of the Act, as applicable.

(b) The interim dividend declared and paid by the company during the year and until the date of this report is in compliance with Section 123 of the Act.

(c) The Board of Director of the Company have proposed final dividend for the year, which is subject the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with Section 123 of the Act, as applicable.

For NSBP & Co.

Chartered Accountants Firm Registration No. 001075N

Deepak K. Aggarwal

Partner

Place: New Delhi Membership No: 095541

Date: May 24, 2022 UDIN:-22095541ALCLHZ5978

Mar 31, 2018

Report on the Standalone Ind AS financial statements

We have audited the accompanying standalone Ind AS financial statements of Dalmia Bharat Sugar and Industries Limited (âthe Companyâ), which comprise the balance sheet as at March 31, 2018, statement of profit and loss (including the statement of other comprehensive income), the statement of cash flows and the statement of changes in equity for the year then ended, and a summary of significant accounting policies and other explanatory information (herein after referred to as âstandalone Ind AS financial statementsâ).

Managementâs Responsibility for the Ind AS Financial Statements

The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with the Companies ( Indian Accounting Standards) Rules, 2015, as amended thereof.

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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorâs Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit. In conducting 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 and the Order issued under Section 143(11) of the Act.

We conducted our 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 we 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 auditorâs 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 Companyâs 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 Companyâs Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, 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 profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Other Matter

The comparative financial information of the Company for the year ended March 31, 2017 and the transition date opening balance sheet as at April 01, 2016 included in this Ind AS Financial Statements, are based on the previously issued statutory financial statement prepared in accordance with the Companies (Accounting Standards)Rules, 2006 audited and reported by S.S. Kothari Mehta & Co. having firm registration number 000756N who have issued an unmodified audit report dated May 05,2017 and May 23, 2016, have been furnished to us by the management and which have been relied upon by us for the purpose of issuing the report on the financial statement as adjusted for the differences in the accounting principles adopted by the Company on transition to Ind AS, which has been audited by us.

our report is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditorâs Report) order, 2016 (âthe orderâ), issued by the Central Government of India in terms of section 143(11) of the Act, we give in the âAnnexure A âa statement on the matters specified in paragraphs 3 and 4 of the Order.

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

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid standalone Ind AS financial statements;

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, statement of profit and loss including statement of other comprehensive income, the statement of cash flows and statement of changes in equity dealt with by this Report are in agreement with the books of account;

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

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

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ; and

g. With respect to the other matters to be included in the Auditorâs 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 explanations given to us:

i. The Company has disclosed the impact of pending litigations as at March 31, 2018 on its financial position in its standalone Ind AS financial statements - Refer Note 31 to the standalone Ind AS financial statements;

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

iii. There has been no delay in transferring amounts, required to transferred, to be transferred, to the Investor Education and Protection Fund by the Company.

Report on the matters specified in paragrapRs.3 of the Companies (Auditorâs Report) Order, 2016 (âthe Order¹) issued by the Central Government of India in terms of section 143(11) of the Companies Act, 2013 (âthe Actâ) as referred to in paragrapRs.1 of âReport on Other Legal and Regulatory Requirementsâ section

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

(b) the fixed assets have been physically verified by the management during the year, the frequency of which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No discrepancies were noticed on such verification.

(c) In our opinion, and according to the information and explanations given to us, the title deeds of immovable properties are held in the name of the company except for 2.79 acres (having gross block and net block of H 0.13 Crores) of land at Salem for which all dues for transfer of land in favour of the Company have been paid and transfer of title in the name of company is awaited.

ii. the Management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.

iii. (a) the Company has granted unsecured loans to two companies covered in the register maintained under section 189 of the Act. In our opinion and according to the information and explanations given to us, the terms and conditions of the grants and loans is not prejudicial to the interest of the Companyâs.

(b) the Company has granted tenure based as well as loans re-payable on demand to parties covered in the register maintained under section 189 of the Act. As per information and explanations given to us there are no default on these loans and advances. the payment of interest has been regular.

iv. In our opinion and according to the information and explanations given to us, provisions of section 185 and 186 of the Act in respect of loans to directors including entities in which they are interested and in respect of loans and advances given, investments made and, guarantees, and securities given have been complied with by the company.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public within 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.

vi. We have broadly reviewed the Cost Accounting records maintained by the Company pursuant to the Rules prescribed by the Central Government for the maintenance of cost records under sub-section (1) of section 148 of the Act and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We are, however, not required to make a detailed examination of such books and records.

vii. (a) According to the records of the Company examined by us and the information and explanations given to us, the Company is generally regular in depositing its undisputed statutory dues including provident Fund, employeesâ State Insurance, Income-tax, Sales-tax, Service tax, goods and service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues, as applicable,, with the appropriate authorities during the year and there are no such undisputed amounts payable which have remained outstanding as at March 31, 2018 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income tax, sales-tax, duty of customs, goods and service tax & value added tax which have not been deposited on account of any dispute, except dues of service tax, duty of excise and sales tax along with the forum where the dispute is pending as follows:

Name of Statue	Nature of dues	Forum where dispute is pending	Period for which the amount relates	Amount (in Rs. Crores)*
Central Excise Act, 1944	Demand of differential duty reversed under Rule 6 (3) (A).	Assistant Commissioner, LTU, Delhi.	2012 to 2015	0.29
Central Excise Act, 1944	Demand of duty on sale of Electricity.	CESTAT, Delhi	April 2010 to June 2010	1.64
Central Excise Act, 1944	Demand of duty on storage loss of R.S. and ENA.	CESTAT, Delhi	December 2009 to March 2010	0.01
Central Excise Act, 1944	Denial of cenvat credit on M.S. Pipes, MS Angles, Steel, Channels, Aluminium Sheets, Bars & Rods, etc.	High Court, Allahabad	June 2005 to September 2005	0.04
Finance Act, 1994	Denial of credit on Service tax paid by Sugar selling agent.	Commissioner (A) , LTU	April 2011 to July 2014	0.18
Central Excise Act, 1944	Demand of Interest on reversal of credit taken on Cement.	Dy. Commissioner	March 2006 to March 2007	0.06
Central Excise Act, 1944	Denial of credit on Welding Electrodes.	Commissioner(A)	December 2009 to March 2010	0.01
Finance Act, 1994	Denial of credit on Service tax paid by Sugar selling agent.	Commissioner(A)	April 2010 to July 2014	0.47
Finance Act, 1994	Demand of Service tax on Commissioning & Installation charges.	Dy. Commissioner	2006-07 & 2007-08	0.03
Central Excise Act, 1944	Demand of differential duty reversed under Rule 6 (3) (A).	Commissioner (A)	2012 to 2015	0.36
Finance Act, 1994	Demand of Service tax on the Commission paid by Galilio on their system.	Dy. Commissioner	December 2008 to September 2009	0.02
Central Excise Act, 1944	Denial of Cenvat Credit to erstwhile SDSSKL	Rev. Authority	2004-2005	0.13
Finance Act, 1994	Demand of Service tax on reimbursement of expenses received from various banks for the dividend a/c under Reverse charge mechanism.	Additional Commissioner LTU, New Delhi	2013-14	0.05
Central Sales Tax	Entry tax demand	Additional Commissioner (Appeal)	2006-2007	0.17
Central Sales Tax	Entry tax demand	Additional Commissioner (Appeal) Sitapur	2007-2010	1.38
Central Sales Tax	Entry tax demand	High Court, Allahabad	2000-2001	0.03
Central Sales Tax	Demand for CST	Additional Commissioner (Appeal) Lucknow	2011-12	0.25
Central Sales Tax	Entry tax demand	Additional Commissioner (Appeal) Lucknow	2012-13	0.12

*Net of amount deposited.

viii. According to the information and explanations given to us and as per the books and records examined by us, the company has not defaulted in repayment of its dues to a financial institution, banks and Government. The Company has not taken any loans from debenture holders.

ix. In our opinion and on the basis of information and explanations given to us, the company has not raised any monies by way of initial public offer or further public offer or term loan during the financial year, hence the related reporting requirement of the Order are not applicable.

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

xi. In our opinion, and according to the information and explanations given to us, the managerial remuneration has been paid/ provided in accordance the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

xii. The company is not a Nidhi company, hence the related reporting requirement of the Order are not applicable.

xiii. In our opinion, and according to the information and explanations given to us during the course of audit, transactions with the related parties are in compliance with section 177 and section 188 of the Act and the details have been disclosed in the notes to the standalone Ind AS financial statements, as required by the applicable accounting standards.

xiv. As the Company has not made any preferential allotment and private placement of shares or fully & partly convertible debentures during the year under review, the requirement of section 42 of the Act are not applicable.

xv. In our opinion, and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him.

xvi. According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

We have audited the internal financial controls over financial reporting of Dalmia Bharat Sugar and Industries Limited (âthe Companyâ) as of March 31, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Managementâs Responsibility for Internal Financial Controls

the Board of Directors of the Company is responsible for establishing and maintaining internal financial controls based on âthe 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 Indiaâ, 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 the Companyâs 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.

Auditorsâ Responsibility

Our responsibility is to express an opinion on the Companyâs 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 âGuidance Noteâ) and the Standards on Auditing as specified under section 143(10) of the Act, 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 auditorâs judgement, including the assessment of the risks of material misstatement of the standalone Ind AS 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 Companyâs internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companyâs 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 companyâs internal financial control over financial reporting includes those policies and procedures that:

a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

b) 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

c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companyâs 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, to the best of our information and according to the explanations, given to us the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For NSBP & Co.

Chartered Accountants

Firm Registration No. 001075N

Deepak K. Aggarwal

Place: New Delhi Partner

Date: May 28, 2018 Membership No: 095541

Mar 31, 2017

To the Members of

Dalmia Bharat Sugar and Industries Limited Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Dalmia Bharat Sugar and Industries Limited ("the Company"), which comprise the balance sheet as at 31st March, 2017, 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.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance 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 and the Companies (Accounting Standards) Amendment Rules, 2016.

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 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 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 standalone 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 financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. 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 standalone 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 31st March, 2017, 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, 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 paragraphs 3 and 4 of the Order.

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

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

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

c) The balance sheet, the statement of profit and loss, and the cash flow statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Accounting Standards) Amendment Rules, 2016;

e) On the basis of the written representations received from the directors as on 31st March, 2017 taken on record by the Board of Directors, none of the directors are disqualified as on 31st March, 2017 from being appointed as a director in terms of Section 164 (2) of the Act;

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

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

i. The Company has disclosed the impact of pending litigation on its financial position in its financial statements as referred to in Note 30 to the standalone financial statements.

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

iii. There has been no delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the Company.

iv. The Company has provided requisite disclosures in note 47 to these financial statements as to the holding of Specified Bank Notes on 8 November, 2016 and 30 December, 2016 as well as dealing in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016. Based on audit procedure and relying on the management representation regarding the holding and nature of cash transactions, including Specified Bank Notes, we report that these disclosures are in accordance with the books of accounts maintained by the Company and as produced to us by the management.

Report on the matters specified in paragraph 3 of the Companies (Auditor''s Report) Order, 2016 (âthe Order'') issued by the Central Government of India in terms of section 143(11) of the Companies Act, 2013 (âthe Act") as referred to in paragraph 1 of ''Report on Other Legal and Regulatory Requirements'' section.

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

(b) The fixed assets have been physically verified by the management during the year, the frequency of which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No discrepancies were noticed on such verification.

(c) In our opinion, and according to the information and explanations given to us, the title deeds of immovable properties are held in the name of the company except for 2.79 acres (having gross block and net block of H0.13 Crores) of land at Salem for which all dues for transfer of land in favour of the Company have been paid and transfer of title in the name of company is awaited.

ii. The Management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.

iii. (a) The Company has given interest bearing unsecured demand loans to companies, covered in the register maintained under Section 189 of the Act.

(b) The terms and conditions of the grant of such loans are not prejudicial to the Company''s interest;

(c) The loan given is repayable on demand and hence there is no overdue amount as on the date and the relevant reporting is not applicable.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of directives issued by the Reserve Bank of India and provisions of sections 73 to 76 or any other relevant provisions of the Act and the Rules framed there under.

vii. a. According to the records of the Company examined

by us and the information and explanations given to us, the Company is generally regular in depositing its undisputed statutory dues including Employees'' Provident Fund, Employees'' State Insurance, Investor Education and Protection Fund, Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise duty, Cess and any other material statutory dues, as applicable, with the appropriate authorities during the year and there are no such undisputed amounts payable which have remained outstanding as at March 31, 2017 for a period of more than six months from the date they became payable.

b. According to the records of the Company, the details of dues of Income-tax, Sales-tax, Wealth-tax, Service-tax, Customs Duty, Excise Duty and Value added tax which have not been deposited on account of any dispute and the forum where the dispute is pending, are as follows :

Name of Statue	Nature of dues	Forum where the dispute is pending	Period for which the amount relates	Amount (in Rs, Crores)
Central Excise Act, 1944	Demand of differential duty reversed under Rule 6 (3).	Assistant Commissioner, LTU, Delhi	2012 to 2015	0.29
Central Excise Act, 1944	Demand of Excise duty on sale of Multilayer Ceramic Chip Capacitors	Assistant Commissioner, LTU, Delhi	2008-09 to 2013-14	0.02
Central Excise Act, 1944	Disallowance of cenvat credit	Assistant Commissioner, LTU, Delhi	April 2010 to March 2015	0.96

Name of Statue	Nature of dues	Forum where the dispute is pending	Period for which the amount relates	Amount (in Rs, Crores)
Central Excise Act, 1944	Demand of duty on Molasses transfer to distillery unit	Cestat, Delhi	July 2012 to March 2015	36.43
Central Excise Act, 1944	Demand of duty on sale of Electricity.	Cestat, Delhi	October 2009 to June 2012	11.58
Central Excise Act, 1944	Demand on duty of bagasse sale	Cestat, Delhi	April 2008 to March 2010	0.50
Central Excise Act, 1944	Demand on Storage Loss of finished goods	Cestat, Delhi	July 2007 to March 2010	0.01
Central Excise Act, 1944	Disallowance of cenvat credit	Cestat, Delhi	March 2006 to March 2010	0.15
Central Excise Act, 1944	Disallowance of cenvat credit	Commissioner (A), LTU	December 2009 to August 2013	0.01
Central Excise Act, 1944	Demand on duty of bagasse sale	Dy. Commissioner LTU	April 2010 to June 2010	0.05
Central Excise Act, 1944	Disallowance of cenvat credit	Dy. Commissioner LTU	March 2006 to September 2012	0.24
Central Excise Act, 1944	Disallowance of cenvat credit	High Court, Allahabad	June 2005 to September 2005	0.04
Central Sale Tax	Entry tax demand	Add. Commissioner (Appeal), Sitapur	2006-07 to 2011-12	1.82
Central Sale Tax	CST Demand	Additional Commissioner (Appeal), Lucknow	2010-11	0.30
Central Sale Tax	Entry tax demand	Additional Commissioner (Appeal), Lucknow	2012-13 & 2013-14	0.04
Central Sale Tax	Entry tax demand	Dy. Commissioner (Assessment)-II Sitapur	2007-08, 2009-10	1.53
Central Sale Tax	Entry tax demand	High Court, Allahabad	2001-02	0.03
Finance Act, 1994	Disallowance of cenvat credit	Additional Commissioner, LTU	August 2014 to May 2016	0.47
Finance Act, 1994	Service tax demand on various services	Additional Commissioner, LTU	2008-09 to 2013-14	0.41
Finance Act, 1994	Service tax demand on various services	Assistant Commissioner, LTU	September 2014 to January 2016	0.05
Finance Act, 1994	Denial of credit on Service tax paid by Sugar selling agent.	Cestat, Delhi	October 2004 to March 2011	0.43
Finance Act, 1994	Disallowance of cenvat credit	Cestat, Delhi	November 2008 to March 2011	0.80
Finance Act, 1994	Service tax demand on various services	Cestat, Delhi	January 2003 to September 2009	0.05
Finance Act, 1994	Disallowance of cenvat credit	Commissioner (A), LTU	March 2006 to March 2015	0.68
Finance Act, 1994	Disallowance of cenvat credit	Dy. Commissioner LTU	April 2010 to March 2011	0.04
Finance Act, 1994	Disallowance of cenvat credit	Dy. Commissioner LTU	March 2006 to September 12	0.07
Finance Act, 1994	Service tax demand on various services	Dy. Commissioner LTU	2006-07 to August 2013	0.16
Finance Act, 1994	Disallowance of cenvat credit	Suptd., LTU, New Delhi	November 2010 to March 2012	0.01
Finance Act, 1994	Service tax demand on various services	Suptd., LTU, New Delhi	November 2010 to March 2012	0.02

viii. In our opinion and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institution, bank or debenture holders.

ix. In our opinion, and according to the information and explanations given to us, the Company has not raised any money way of initial public offer / further public offer, further term loans taken during the year were applied for the purpose for which the loans were obtained.

x. In our opinion, and according to the information and explanations given to us, we report that no fraud by the company or on the company by the officers and employees of the Company has been noticed or reported during the year.

xi. In our opinion, and according to the information and explanations given to us, the 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 Act.

xii. The Company is not a Nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company.

xiii. In our opinion, and according to the information and explanations given to us during the course of audit, transactions with the related parties are in compliance with section 177 and section 188 of the Act and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

xiv. According to the information and explanations given to us and on an overall examination of the books of account, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year and hence not commented upon.

xv. In our opinion, and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him.

xvi. According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act as referred to in paragraph 2(f) of ''Report on Other Legal and Regulatory Requirements'' section

We have audited the internal financial controls over financial reporting of the Company as of March 31, 2017 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

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

Auditors'' Responsibility

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

We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, 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:

a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

b) 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

c) 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 standalone financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

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 31st March, 2017, based on "the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India"

For S S Kothari Mehta & Co.

Chartered Accountants

Firm''s Registration No. 000756N

Sunil Wahal

Place: New Delhi Partner

Date: May 5, 2017 Membership No. 087294

Mar 31, 2016

To the Members of

Dalmia Bharat Sugar and Industries Limited Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Dalmia Bharat Sugar and Industries Limited ("the Company"), which comprise the balance sheet as at 31st March, 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.

Management''s Responsibility for the Standalone Financial Statements

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 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 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 standalone 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 financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. 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 standalone 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 31st March, 2016, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

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

c) The balance sheet, the statement of profit and loss, and the cash flow statement dealt with by this report are in agreement with the books of account;

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

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

g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our

opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigation on its financial position in its financial statements as referred to in Note 30 to the standalone financial statements.

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

iii. There has been no delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the Company.

Report on the matters specified in paragraph 3 of the Companies (Auditor''s Report) Order, 2016 ("the Order'') issued by the Central Government of India in terms of section 143(11) of the Companies Act, 2013 ("the Act") as referred to in paragraph 1 of ''Report on Other Legal and Regulatory Requirements'' section.

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

(c) In our opinion, and according to the information and explanations given to us, the title deeds of immovable properties are held in the name of the company except for 2.79 acres (having gross block and net block of Rs. 0.13 Crores) of land at Salem for which all dues for transfer of land in favour of the Company has been paid and transfer of title in the name of company is awaited.

ii. In respect of the Company''s inventories:

(a) As explained to us the Management has conducted physical verification of inventory at reasonable intervals during the year, except stocks lying with third parties which have been verified with reference to correspondence received from third parties.

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

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of accounts.

iii. The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 189 of the Act. Accordingly clauses 3(iii) (a) to (c) of the Order are not applicable.

vii. a) According to the records of the Company examined by us and the information and explanations given to us, the Company has generally deposited its statutory dues including Employees'' Provident Fund, Employees'' State Insurance, Investor Education and Protection Fund, Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise duty, Cess and any other material statutory dues within the prescribed time with the appropriate authorities during the year and there are no such undisputed amounts payable which have remained outstanding as at March 31, 2016 for a period of more than six months from the date they became payable.

Name of the Statue	Period for which the amount relates	Nature of Dues	Forum where the dispute is pending	Amount (in Rs Crores)
Central Excise Act, 1944	2014-15	Convert credit on cement & steel	Addl. Commissioner LTU, New Delhi	0.20
Central Excise Act, 1944	2014-15	Convert credit on cement & steel	Asst. Commissioner LTU Delhi	0.07
Central Excise Act, 1944	2013-14	Convert credit on cement & steel	CESTAT, Delhi	0.42
Central Excise Act, 1944	March 06 to March 2010	Canvas credit on cement & steel	CESTAT, Delhi	5.86
Central Excise Act, 1944	March 06 to September 2012	Canvas credit on cement & steel	Dy. Commissioner LTU, New Delhi	0.06
Central Excise Act, 1944	July 02, to June 2010	Demand of duty on biogases & electricity sale	CESTAT, Delhi	16.56
Central Excise Act, 1944	2013-14	Demand of duty on molasses	CESTAT, Delhi	8.33
Central Excise Act, 1944	2014-15	Demand of duty on multilayer ceramic chip capacitors	Addl. Commissioner LTU, New Delhi	0.02
Central Excise Act, 1944	2006-07 Till Date	Demand of duty on multilayer ceramic chip capacitors	Cassatt, Bangalore.	0.04
Central Excise Act, 1944	July 07 to March 2010	Demand on storage loss of finished goods	CESTAT, Delhi	0.01
Central Excise Act, 1944	2009-10	Demand on storage loss of finished goods	Dy. Commissioner LTU, New Delhi	0.07
Central Excise Act, 1944	2013-14	Disallowance of convert credit	CESTAT, Delhi	0.16
Central Excise Act, 1944	January 15 to February 15	Disallowance of convert credit	COMM, LTU.	4.01
Central Excise Act, 1944	September 2004 to March 2011	Disallowance of convert credit	Commissioner (A) LTU, New Delhi	0.16
Central Excise Act, 1944	2014-15	Disallowance of convert credit	Commissioner, LTU, New Delhi	24.09
Central Excise Act, 1944	April 10 to June 12	Disallowance of convert credit	Commissioner, LTU, New Delhi	10.70
Central Excise Act, 1944	April 10 to Sept. 12	Disallowance of convert credit	Dy. Commissioner LTU, New Delhi	0.38
Central Excise Act, 1944	2014-15	Disallowance of convert credit	Suptd, LTU New Delhi	0.01
Central Excise Act, 1944	April 10 to September 2012	Disallowance of convert credit	Suptd, LTU New Delhi	0.05
Central Excise Act, 1944	April 10 to September 2012	Loss on reprocessing of finished goods	Allahabad High Court	0.03
Central Excise Act, 1944	2002-03, 2003-04	Loss on reprocessing of finished goods	CESTAT, Delhi	0.02
Central Sale Tax	2006-07	Entry tax	Add. Comm (Appeal)	0.06
Central Sale Tax	2007-2012	Entry tax	Add. Comm (Appeal) Sitapur	0.18
Central Sale Tax	2010-11	Entry tax	Additional commissioner (A) - Sitapur	0.15
Central Sale Tax	2007-08	Entry tax	Dy. Comm (Assessment)-II Sitapur	0.01
Central Sale Tax	2001-02	Entry tax	High Court	0.03
Central Sale Tax	2013-14	Entry tax	Joint Commissioner, Bareily	0.02
Central Sale Tax	2013-14	Entry tax	Joint Commissioner, Muradabad	0.01
Central Sale Tax	2009-10	Entry tax	Dy. Comm (Assessment)-II Sitapur	1.37
Central Sale Tax	2006-07	Entry tax	Add. Commissioner (Appeal) - Sitapur	0.11
Finance Act, 1994	2013-14	Demand of service tax on Incentive received from HDFC Bank and on import of services.	Addl. Commissioner LTU, New Delhi	0.36
Finance Act, 1994	2014-15	Demand of service tax on Incentive received from HDFC Bank and on import of services.	Asst. Commissioner LTU Delhi	0.05
Finance Act, 1994	2014-15	Demand of service tax on the amount of air ticket cancelled.	Addl. Commissioner LTU, New Delhi	0.11
Finance Act, 1994	February 2015 to January 2016	Demand of service tax on the amount of air ticket cancelled.	Asstt. Comm.	0.04
Finance Act, 1994	2013-14	Demand of service tax on the amount of air ticket cancelled.	Dy. Comm.	0.08
Finance Act, 1994	2013-14	Demand of service tax on the amount of air ticket cancelled.	Dy. Commissioner LTU, New Delhi	0.05
Finance Act, 1994	October 2014 to January 2016	Demand of service tax on the commission	Asst. Comm.	0.03
Finance Act, 1994	2014-15	Demand of service tax on the commission	Asst. Commissioner LTU Delhi	0.02
Finance Act, 1994	2013-14	Demand of service tax on the commission	Dy. Commissioner LTU, New Delhi	0.02
Finance Act, 1994	2014-15	Disallowance of service tax credit	Asst. Commissioner LTU Delhi	0.19
Finance Act, 1994	2013-14	Disallowance of service tax credit	CESTAT, Delhi	0.08
Finance Act, 1994	October 04 to March 2011	Disallowance service tax credit	CESTAT, Delhi	1.33
Finance Act, 1994	June 05 to March 10	Disallowance service tax credit	Commissioner (A) LTU, New Delhi	0.09
Finance Act, 1994	March 2006 to September 12	Disallowance service tax credit	Dy. Commissioner LTU, New Delhi	0.18
Finance Act, 1994	April 2010 to March 2012	Disallowance of service tax credit	Suptd, LTU New Delhi	0.11
Finance Act, 1994	March 03 to Oct. 10	Service tax demand on commission	CESTAT, Delhi	0.05
Finance Act, 1994	October 06 to September 2011	Service tax demand on commission	Dy. Commissioner LTU, New Delhi	0.11
Finance Act, 1994	November 2010 to December 2011	Service tax demand on commission	Suptd, LTU New Delhi	0.02
UP VAT	2007-08	UP VAT	Dy. Comm (Assessment)-II Sitapur	0.31

62 Dalmia

xi. In our opinion, and according to the information and explanations given to us that the 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 Act.

xii. The Company is not a Nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company.

xiii. In our opinion, and according to the information and explanations given to us during the course of audit, transactions with the related parties are in compliance with section 177 and section 188 of the Act and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

xv. In our opinion, and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him.

xvi. According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

We have audited the internal financial controls over financial reporting of the Company as of March 31, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act as referred to in paragraph 2(f) of ''Report on Other Legal and Regulatory Requirements'' section

Management''s Responsibility for Internal Financial Controls

Auditors'' Responsibility

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

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.

Meaning of Internal Financial Controls Over Financial Reporting

a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

c) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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 31st March, 2016, based on "the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India"

For S. S. KOTHARI MEHTA & Co.

Chartered Accountants

Firm''s Registration No. 000756N

Sunil Wahal

Partner

Membership No. 087294

Place: New Delhi

Date: 23rd May, 2016

Mar 31, 2015

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

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud & other irregularities, selection and application of appropriate accounting policies, making judgments and estimates that are responsible and prudent, and design, implementation and maintenance of adequate internal controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of 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 the 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 disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of the 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 financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the 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 of India in terms of Sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 accounting standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

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

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

i) The Company has disclosed the impact of pending litigation on its financial position in its financial statements as referred to in Note 30 to the financial statements;

ii) The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses; and

iii) There has been no delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure referred to in paragraph 1 of 'Report on Other Legal and Regulatory Requirements' of the Independent Auditors' Report of even date to the members of Dalmia Bharat Sugar and Industries Limited on its financial statements as of and for the year ended March 31, 2015

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

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification as compared to book records.

(ii)(a) The management has conducted physical verification of inventory at reasonable intervals during the year, except stocks lying with third parties which have been verified with reference to correspondence of third parties. In our opinion, the frequency of such verification is reasonable.

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

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of account.

(iii) The company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 189 of the Act. Accordingly, clauses 3(iii) (a) & (b) of the Order are not applicable.

(iv) According to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit carried out in accordance with the generally accepted auditing practices in India, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the Company in respect of these areas.

(v) The Company has not accepted any deposits in terms of the provision of section 73 to 76 of the Act and/or as per directives issued by the Reserve Bank of India or any other relevant provisions of the Act and the Rules framed there under.

(vi) We have broadly reviewed the cost accounting records maintained by the Company pursuant to the Rules made by the Central Government under section 148(1) of the Act, and are of the opinion that, prima facie,the prescribed accounts and records have been made and maintained. However, we are not required to make a detailed examination of such records.

(vii)(a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth-tax, Service tax, Customs Duty, Excise Duty, Value added tax, Cess and other material statutory dues, as applicable, during the year with the appropriate authorities.

There are no such dues outstanding at the year end for a period of more than six months from the date they became payable.

(b) According to the records of the Company, the details of dues of Income-tax, Sales-tax, Wealth-tax, Service-tax, Customs Duty, Excise Duty, Value added tax and Cess which have not been deposited on account of any dispute and the forum where the dispute is pending, are as follows :

Name of the Statue Period to which the Nature of Dues amount relates

Central Excise Act, 2014-15 Cenvat Credit on Cement 1944 & Steel

Central Excise Act, June 2005 to Cenvat Credit on Cement 1944 September 2005 & Steel

Central Excise Act, September 2013 to Cenvat Credit on Cement 1944 July 2014 & Steel

Central Excise Act, March 2006 to March Cenvat Credit on Cement 1944 2014 & Steel

Central Excise Act, September 2007 to Cenvat Credit on Cement 1944 March 2011 & Steel

Central Excise Act, March 2006 to March Cenvat Credit on Cement 1944 2007 & Steel

Central Excise Act, April 2011 to Cenvat Credit on Cement 1944 September 2012 & Steel

Central Excise Act, February 2007 to Demand of duty on Bagass 1944 June 2010 & electricity sale

Central Excise Act, July 2002 to March Demand of duty on Bagass 1944 2003 & electricity sale

Central Excise Act, April 2010 to June Demand of duty on Bagass 1944 2010 & electricity sale

Central Excise Act, July 2013 to March Demand of duty on 1944 2013 Molasses

Central Excise Act, 2014-15 Demand of duty on 1944 Multilayer Ceramic Chip capacitors

Central Excise Act, 2008-09 Demand of duty on 1944 Multilayer Ceramic Chip capacitors

Central Excise Act, 2006-07 to till date Demand of duty on 1944 Multilayer Ceramic Chip capacitors

Central Excise Act, July 2007 to March Demand on Storage Loss 1944 2010 of finished goods

Central Excise Act, April 2007 to Demand on Storage Loss 1944 November 2008 of finished goods

Central Excise Act, 2009-10 Demand on Storage Loss 1944 of finished goods

Central Excise Act, March 2006 to Disallowance of Cenvat 1944 August 2013 Credit

Central Excise Act, September 2004 to Disallowance of Cenvat 1944 March 2011 Credit

Central Excise Act, April 2010 to Disallowance of Cenvat 1944 December 2014 Credit

Central Excise Act, April 2010 to Disallowance of Cenvat 1944 September 2012 Credit

Central Excise Act, April 2010 to July Disallowance of Cenvat 1944 2014

Central Excise Act, 2008-09, 2009-10 Loss on Reprocessing of 1944 Finished Goods

Central Excise Act, 2002-03, 2003-04 Loss on Reprocessing of 1944 Finished Goods

Central Sale Tax 2007-08, 2008-09, Entry Tax 2010-11 & 2011-12

Central Sale Tax 2006-07 & 2007-08 Entry Tax

Central Sale Tax 2011-12 Entry Tax

Central Sale Tax 2001-02 Entry Tax

Central Sale Tax 2013-14 Entry Tax

Central Sale Tax 2013-14 Entry Tax

Central Sale Tax 2009-10 Entry Tax

Central Sale Tax 2006-07 Entry Tax

Central Sale Tax 2001-02, 2005-06 Purchase tax

Central Sale Tax 2009-10 VAT assessment

Finance Act, 1994 2008 to 2015 Service tax demand on incentive & Commission

Finance Act, 1994 2014-15 Service tax demand on incentive

Finance Act, 1994 2014-15 Service tax demand on tickets Cancelled

Finance Act, 1994 2008 to 2013 Service tax demand on tickets Cancelled

Finance Act, 1994 December 2008 to Service tax demand on August 2013 commission

Finance Act, 1994 September 2013 to Disallowance of Service March 2015 tax credit

Finance Act, 1994 2006 to 2014 Disallowance of Service tax credit

Finance Act, 1994 2006 to 2010 Disallowance of Service tax credit

Finance Act, 1994 2006 to 2014 Disallowance of Service tax credit

Finance Act, 1994 2008 to 2013 Disallowance of Service tax credit

Finance Act, 1994 2003 to 2010 Service tax demand on commission

Finance Act, 1994 April 2011 to Service tax demand on December 2011 commission

Central Sale Tax 2007-08 VAT assessment

Income Tax Act, 1961 2010-11 TDS related matter

Name of the Statue Forum Where dispute is pending Amount (in Crores)

Central Excise Act, Addl. Commissioner LTU, New Delhi 0.20 1944

Central Excise Act, Allahabad High Court 0.04 1944

Central Excise Act, Asst. Commissioner, LTU, New Delhi 0.07 1944

Central Excise Act, CESTAT, New Delhi 6.28 1944 2014

Central Excise Act, Commissioner (A) LTU, New Delhi 0.42 1944

Central Excise Act, Dy. Commissioner LTU, New Delhi 0.06 1944

Central Excise Act, Dy. Commissioner LTU, New Delhi 0.09 1944

Central Excise Act, CESTAT, New Delhi 16.37 1944

Central Excise Act, CESTAT, New Delhi 0.19 1944

Central Excise Act, Dy. Commissioner LTU, New Delhi 0.05 1944

Central Excise Act, CESTAT, New Delhi 8.33 1944

Central Excise Act, Addl. Commissioner LTU, New Delhi 0.02 1944

Central Excise Act, Asst Commissioner,Bangalore 0.01 1944

Central Excise Act, CESTAT, Bangalore. 0.04 1944

Central Excise Act, CESTAT, New Delhi 0.06 1944

Central Excise Act, Commissioner (A) LTU,New Delhi 0.13 1944

Central Excise Act, Dy. Commissioner LTU, New Delhi 0.07 1944

Central Excise Act, CESTAT, Delhi 0.42 1944

Central Excise Act, Commissioner (A) LTU, New Delhi 0.32 1944

Central Excise Act, Commissioner, LTU, New Delhi 34.78 1944

Central Excise Act, Dy. Commissioner LTU, New Delhi 0.38 1944

Central Excise Act, Suptd, LTU New Delhi 0.06 1944

Central Excise Act, Allahabad High Court 0.03 1944

Central Excise Act, CESTAT, Delhi 0.02 1944

Central Sale Tax Add. Comm (Appeal), Sitapur 0.68

Central Sale Tax Dy. Comm (Assessment)-II,Sitapur 0.34

Central Sale Tax Dy. Commissioner, Lucknow 0.02

Central Sale Tax Allahabad High Court 0.03

Central Sale Tax Joint Commissioner, Bareil 0.02

Central Sale Tax Joint Commissioner, Muradabad 0.01

Central Sale Tax Dy. Comm (Assessment)-II Sitapur 1.51

Central Sale Tax Add. Commissioner (Appeal) - Sitapur 0.20

Central Sale Tax Joint Commissioner(Sale Tax) Kolhapur 0.26

Central Sale Tax Dy. Comm(Assessment)-II Sitapur 0.01

Finance Act, 1994 Addl. Commissioner LTU, New Delhi 0.38

Finance Act, 1994 Asst. Commissioner LTU Delhi 0.05

Finance Act, 1994 Addl. Commissioner LTU, New Delhi 0.11

Finance Act, 1994 Dy. Commissioner LTU, New Delhi 0.13

Finance Act, 1994 Dy. Commissioner LTU,New Delhi 0.14

Finance Act, 1994 Asst. Commissioner, LTU New Delhi 0.19

Finance Act, 1994 CESTAT, New Delhi 1.48

Finance Act, 1994 Commissioner (A) LTU, New Delhi 0.09

Finance Act, 1994 Dy. Commissioner LTU, 0.65

Finance Act, 1994 Suptd, LTU, New Delhi 0.13

Finance Act, 1994 CESTAT, New Delhi 0.05

Finance Act, 1994 Suptd, LTU, New Delhi 0.02

Central Sale Tax Dy. Comm (Assessment)-II Sitapur 0.39

Income Tax Act, 1961 CIT - Bareilly, U.P 0.01

(c) According to the information and explanations given to us, the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and Rules made thereunder has been transferred to such fund within time.

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

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

(x) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xi) Based on the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained, where such end use has been stipulated by the lender(s).

(xii) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year nor have we been informed of such case by the management.

For S. S. KOTHARI MEHTA & Co. Chartered Accountants FRN - 000756N

ARUN K. TULSIAN Partner Membership No. 89907

Date: May 14, 2015 Place: New Delhi

Mar 31, 2014

We have audited the accompanying Financial Statements of Dalmia Bharat Sugar and Industries Limited (''the Company''), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Proft and Loss and Cash Flow Statement for the year then ended, and Notes to Financial Statements comprising of a summary of signifcant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position, fnancial performance and cash fows 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") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Afairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the fnancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these fnancial 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 fnancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fnancial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fnancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the Company''s preparation and fair presentation of the fnancial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the efectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and 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 sufcient and appropriate to provide a basis for our audit opinion.

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub- section (3C) of section 211 of the Act read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 ; and

e) 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 disqualifed 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 Act.

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

(b) All fixed assets have not been physically verifed by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification as compared to book records.

(c) Fixed assets disposed of during the year were not substantial.

(ii) (a) The management has conducted physical verifcation of inventory at reasonable intervals during the year, except stocks lying with third parties which have been verified with reference to correspondence of third parties. In our opinion, the frequency of such verification is reasonable.

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

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on physical verifcation of inventory as compared to book records were not material and have been properly dealt with in the books of account.

(iii) (a) As informed, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Act. Accordingly, the provisions of clause 4 (iii) (b), (c) & (d) of the Order are not applicable to the Company.

(b) According to the information and explanations given to us, the Company has taken unsecured loan from one company covered in the register maintained under section 301 of the Act. The maximum amount outstanding during the year is Rs. 95.50 Crores and the year end balance of such loan is Rs. 50 Crores.

(c) In our opinion and according to the information and explanations given to us, the rate of interest and other terms & conditions for such loans are not, prima facie, prejudicial to the interest of the Company.

(d) In respect of loans taken, repayment of the principal amount is as stipulated and payments of interest have been regular. There are no overdue amounts at the year-end as the loan is repayable on demand.

(iv) According to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fxed assets and for the sale of goods and services. During the course of our audit carried out in accordance with the generally accepted auditing practices in India, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the Company in respect of these areas.

(v) (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding value of Rupees five lakh in respect of each party have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time where such market prices are available.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public, within the meaning of Sections 58A and 58AA or any other relevant provisions of the Act including the Companies (Acceptance of Deposits) Rules, 1975.

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

(viii) We have broadly reviewed the cost accounting records maintained by the Company pursuant to the Rules made by the Central Government under section 209(1)(d) of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we are not required to make a detailed examination of such records.

(ix) (a) Undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth-tax, Service tax, Customs Duty, Excise Duty, Cess have generally been regularly deposited during the year with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Wealth- tax, Service-tax, Sales-tax, Customs Duty, Excise Duty, Cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of Income-tax, Sales-tax, Wealth-tax, Service-tax, Customs Duty, Excise Duty and Cess on account of any dispute and the forum where the dispute is pending, are as follows:

Name of the Statute Period to which the Nature of Dues amount relates

Central Excise Act, 1944 June 2005 to Cenvat Credit on Cement September 2005 & Steel

Central Excise Act, 1944 2009-10 Loss on Reprocessing of Finished Goods Central Excise Act, 1944 2003-04 Loss on Reprocessing of Finished Goods

Central Excise Act, 1944 2006-07 to Till Date Demand of duty on Multilayer Ceramic Chip capacitors

Central Excise Act, 1944 2006 to Till Date Cenvat Credit on Cement & Steel Central Excise Act, 1944 2006 to Till Date Cenvat Credit on Cement & Steel Central Excise Act, 1944 July 2002 to June 2010 Demand of duty on Bagass & electricity sale

Central Excise Act, 1944 April 2010 to June 2010 Demand of duty on Bagass& electricity sale Central Excise Act, 1944 September 2004 to Demand of duty on March 13 Molasses

Central Excise Act, 1944 July 2007, to Demand on Storage Loss March 2010 of finished goods

Central Excise Act, 1944 April 2007 to Demand on Storage Loss November 2008 of finished goods

Central Excise Act, 1944 2009-10 Demand on Storage Loss of fnished goods Central Excise Act, 1944 March 2006 to Disallowance of Cenvat March 2013 Credit

Central Excise Act, 1944 April 2010 to Disallowance of Cenvat September 2012 Credit

Central Excise Act, 1944 April 2011 to Disallowance of Cenvat September 2012 Credit

Central Sales Tax 2007-08 and 2009-10 Sales tax Assessment

Central Sales Tax 2007-2012 Entry Tax

Central Sales Tax 2006-07, 2007-08 Entry Tax

Central Sales Tax 2001-02 Entry Tax

Central Sales Tax 2011-12 to 2013-14 Entry Tax

Central Sales Tax 2001-02 & 2005-06 Purchase Tax

Central Sales Tax 2013-14 Entry tax

Central Sales Tax 2013-14 Entry tax

Finance Act, 1994 2013-14 Disallowance of Service tax credit Finance Act, 1994 October 2004 to Disallowance of Service March 2011 tax credit

Name of the Statute Forum Where Amount dispute is pending. (in Crores)

Central Excise Act, 1944 Allahabad High Court 0.04

Central Excise Act, 1944 Allahabad High Court 0.03

Central Excise Act, 1944 CESTAT, Delhi 0.02

Central Excise Act, 1944 CESTAT, Bangalore 0.05

Central Excise Act, 1944 CESTAT, Delhi 6.28

Central Excise Act, 1944 Commissioner (A) LTU, 0.57 New Delhi

Central Excise Act, 1944 CESTAT, Delhi 16.75

Central Excise Act, 1944 Dy. Commissioner LTU, 0.05 New Delhi

Central Excise Act, 1944 Commissioner (A) LTU, 19.34 New Delhi

Central Excise Act, 1944 CESTAT, Delhi 0.06

Central Excise Act, 1944 Commissioner (A) LTU, 0.13 New Delhi

Central Excise Act, 1944 Dy. Commissioner LTU, 0.07 New Delhi

Central Excise Act, 1944 CESTAT, Delhi 0.42

Central Excise Act, 1944 Dy. Commissioner LTU, 0.38 New Delhi

Central Excise Act, 1944 Suptd, LTU New Delhi 0.05

Central Sales Tax Dy. Commissioner 1.92 (Assessment)-II Sitapur

Central Sales Tax Add. Commissioner 0.73 (Appeal) Sitapur

Central Sales Tax Dy. Commissioner 1.85 (Assessment)-II Sitapur

Central Sales Tax Allahabad High Court 0.03

Central Sales Tax Dy. Commissioner 0.02 Lucknow

Central Sales Tax Joint Commissioner 0.26 (Sale Tax) Kolhapur

Central Sales Tax Joint Commissioner, 0.02 Bareily

Central Sales Tax Joint Commissioner, 0.01 Muradabad

Finance Act, 1994 CESTAT, Delhi 0.13

Finance Act, 1994 CESTAT, Delhi 1.39

Name of the Statute Period to which the Nature of Dues amount relates

Finance Act, 1994 2008 to 2013 Demand on Services Received

Finance Act, 1994 2006 to 2010 Disallowance of Service tax credit Finance Act, 1994 March 06 to Disallowance of Service September 2011 tax credit

Finance Act, 1994 2008 to 2013 Demand on Services Received

Finance Act, 1994 April 2010 to Disallowance of Service March 2012 tax credit

Finance Act, 1994 November 2010 to Demand on Services December 2011 Received

Income Tax Act, 1961 2006-07 and 2009-10 Income tax

Income Tax Act, 1961 2011-12 Income tax

Income Tax Act, 1961 2010-11 TDS

UP VAT Act 2007-08, 2009-10 UP VAT

Name of the Statute Forum Where Amount dispute is pending. (in Crores)

Finance Act, 1994 Addl. Commissioner 0.36 LTU, New Delhi

Finance Act, 1994 Commissioner (A) 0.09 LTU, New Delhi

Finance Act, 1994 Dy. Commissioner 0.60 LTU, New Delhi

Finance Act, 1994 Dy. Commissioner 0.27 LTU, New Delhi

Finance Act, 1994 Suptd, LTU New Delhi 0.13

Finance Act, 1994 Suptd, LTU New Delhi 0.02

Income Tax Act, 1961 CIT(A)- LTU New Delhi 20.79

Income Tax Act, 1961 Dy. Commissioner Income 2.40 Tax LTU New Delhi

Income Tax Act, 1961 CIT Â Bareilly, U.P. 0.01

UP VAT Act Dy. Commissioner 0.39 (Assessment)-II Sitapur

(x) The Company has no accumulated losses as at the end of the financial year and has not incurred cash losses in the current financial year and in the immediately preceding fnancial year.

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

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual beneft fund / society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

(xiv) In respect of dealing/trading in shares, securities, debentures and other investments, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares, securities, debentures and other investments have been held by the Company in its own name.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or fnancial institutions.

(xvi) Based on the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained, where such end use has been stipulated by the lender(s).

(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 no funds raised on short- term basis have been used for long-term investment.

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

(xix) Based on the books and records produced to us by the management, securities have been created in respect of debentures issued, wherever required.

(xx) During the period covered by our audit report, the Company has not raised any money by way of public issue.

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

For S. S. Kothari Mehta & Co. Chartered Accountants FRN Â 000756N

Arun K. Tulsian

Partner

Membership No. 89907

Date : May 16, 2014 Place: New Delhi

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying Financial Statements of Dalmia Bharat Sugar and Industries Limited (''the Company''), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and Notes to Financial Statements comprising of a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditors'' Responsibility

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the 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 case of Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

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

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

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditors'' Report) Order, 2003 (''the Order'') issued by the Central Government of India in terms of sub Â section (4A) of section 227 of the Companies Act 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2) As required by section 227(3) of the Companies Act 1956, we report that:

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

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

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

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

e) On the 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.

Re: Dalmia Bharat Sugar and Industries Limited

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

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification as compared to book records.

(c) Fixed assets disposed off during the year were not substantial.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year, except stocks lying with third parties which have been verified with reference to correspondence of third parties. In our opinion, the frequency of such verification is reasonable.

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

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of account.

(iii) (a) As informed, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4 (iii) (b), (c) & (d) of the Order are not applicable to the Company.

(b) According to the information and explanations given to us, the Company has taken unsecured loan from one company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year is Rs.68 crore and the year end balance of such loan is Rs.45 crore.

(c) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such loans are not, prima facie, prejudicial to the interest of the Company.

(d) In respect of loans taken, repayment of the principal amount is as stipulated and payments of interest have been regular. There are no overdue amounts at the year-end as the loan is repayable on demand.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit carried out in accordance with the generally accepted auditing practices in India, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the Company in respect of these areas.

(v) (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding value of Rupees five lakh in respect of each party have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public, within the meaning of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975.

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

(viii) We have broadly reviewed the cost accounting records maintained by the Company pursuant to the Rules made by the Central Government under section 209(1)(d) of the Companies Act, 1956, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we are not required to make a detailed examination of such records.

(ix) (a) Undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth-tax, Service tax, Customs Duty, Excise Duty, Cess have generally been regularly deposited during the year with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Wealth-tax, Service-tax, Sales-tax, Customs Duty, Excise Duty, Cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of Income-tax, Sales-tax, Wealth-tax, Service-tax, Customs Duty, Excise Duty and Cess on account of any dispute and the forum where the dispute is pending, are as follows:

Name of the Statue Period to which the Nature of Dues amount relates

Central Excise Act, 1944 Year 2002-03 & 2003-04 Loss on Reprocessing

Central Excise Act, 1944 2006-07 to till date Demand on duty on Multilayer Ceramic Chip capacitors

Central Excise Act, 1944 2009-10 Demand on Storage Loss of finished goods

Central Excise Act, 1944 April 10 to June 12 Disallowance of Cenvat

Credit Central Excise Act, 1944 April 10 to September 12 Disallowance of Cenvat

Credit Central Excise Act, 1944 April 10 to September 12 Disallowance of Cenvat

Credit Central Excise Act, 1944 April 10 to June 10 Demand on duty on Bagasse & electricity

sale Central Excise Act, 1944 April 2007 to Demand on Storage November 2008 Loss of finished goods

Central Excise Act, 1944 July 2002 to June 2010 Demand on duty on Bagasse & electricity

sale Central Excise Act, 1944 July 2007 to March 2010 Demand on Storage Loss of finished goods

Central Excise Act, 1944 June 2005 to Cenvat Credit on September 2005 Cement & Steel

Central Excise Act, 1944 March 2006 to Cenvat Credit on March 2010 Cement & Steel

Central Excise Act, 1944 March 2006 to Cenvat Credit on Sept. 2012 Cement & Steel

Central Excise Act, 1944 March 2006 to Disallowance of Cenvat March 2010 Credit

Central Excise Act, 1944 September 2004 to Disallowance of Cenvat March 2011 Credit

Central Excise Act, 1944 September 2007 to Cenvat Credit on March 2011 Cement & Steel

Central Sales Tax 2001-02 Entry Tax

Central Sales Tax 2006-07 Entry Tax

Central Sales Tax 2007-08 Sales Tax Assessment

Central Sales Tax 2007-08 Entry Tax

Central Sales Tax 2007-2012 Entry Tax

NAME Forum Where (Rs. Crore) dispute is pending.

Central Excise Act, 1944 CESTAT, New Delhi 0.02

Central Excise Act, 1944 CESTAT, Bangalore 0.04

Central Excise Act, 1944 Dy. Commissioner 0.07 LTU, New Delhi

Central Excise Act, 1944 Commissioner, LTU, 13.24 New Delhi

Central Excise Act, 1944 Dy. Commissioner 0.38 LTU, New Delhi

Central Excise Act, 1944 Suptd, LTU New 0.05 Delhi

Central Excise Act, 1944 Dy. Commissioner 0.05 LTU, New Delhi

Central Excise Act, 1944 Commissioner (A) 0.13 LTU, New Delhi

Central Excise Act, 1944 CESTAT, New Delhi 29.30

Central Excise Act, 1944 CESTAT, New Delhi 0.05

Central Excise Act, 1944 Allahabad High Court 0.04

Central Excise Act, 1944 CESTAT, New Delhi 5.86

Central Excise Act, 1944 Dy. Commissioner 0.15 LTU, New Delhi

Central Excise Act, 1944 CESTAT, New Delhi 0.26

Central Excise Act, 1944 Commissioner (A) 0.32 LTU, New Delhi

Central Excise Act, 1944 Commissioner (A) 0.42 LTU, New Delhi

Central Excise Act, 1944 Allahabad High Court 0.03

Central Excise Act, 1944 Dy. Comm 0.06 (Assessment)-II Sitapur, U.P.

Central Excise Act, 1944 Dy. Commissioner 1.13 (Assessment)-II Sitapur, U.P.

Central Excise Act, 1944 Dy.Commissioner 0.28 (Assessment)- II Sitapur, U.P.

Central Excise Act, 1944 Add. Commissioner 0.53 (Appeal) Sitapur, U.P.

Name of the Statue Period to which the Nature of Dues amount relates

Central Sales Tax 2011-13 Entry Tax

Central Sales Tax 2001-02 & 2005-06 Purchase Tax

Finance Act, 1994 April 2010 to Disallowance of March 2012 Service tax credit

Finance Act, 1994 June 05 to March 10 Disallowance of Service tax credit

Finance Act, 1994 March 03 to Oct. 10 Demand of service tax on commission

Finance Act, 1994 March 2006 to Disallowance of September 12 Service tax credit

Finance Act, 1994 Nov.''10 to Dec.''11 Demand of service tax on commission

Finance Act, 1994 October 04 to Disallowance of March 2011 Service tax credit

Finance Act, 1994 October 06 to Demand of service September 2011 tax on commission

UP VAT 2007-08 UP VAT

Income tax Act, 1961 2005-06 to 2010-11 Income tax

Income tax Act, 1961 2005-06 to 2010-11 TDS Related Matter

NAME Forum Where dispute is (Rs. Crore) pending.

Central Sales Tax Dy. Commissioner Lucknow 0.02

Central Sales Tax Joint Commissioner (Sale Tax) 0.26 Kolhapur

Finance Act, 1994 Suptd, LTU New Delhi 0.13

Finance Act, 1994 Commissioner (A) LTU, New 0.09 Delhi

Finance Act, 1994 CESTAT, New Delhi 0.05

Finance Act, 1994 Dy. Commissioner LTU, New 0.60 Delhi

Finance Act, 1994 Suptd, LTU New Delhi 0.02

Finance Act, 1994 CESTAT, New Delhi 1.34

Finance Act, 1994 Dy. Commissioner LTU, New 0.11 Delhi

Finance Act, 1994 Dy. Comm (Assessment)-II 0.39 Sitapur, U.P.

Finance Act, 1994 CIT(A)- LTU New Delhi 33.19

Finance Act, 1994 CIT Â Bareilly, U.P. 0.01

(x) The Company has no accumulated losses as at the end of the financial year and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

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

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(xiv) In respect of dealing/trading in shares, securities, debentures and other investments, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares, securities, debentures and other investments have been held by the Company in its own name.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) Based on the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained, where such end use has been stipulated by the lender(s).

(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 no funds raised on short- term basis have been used for long-term investment.

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

(xix) Based on the books and records produced to us by the management, securities have been created in respect of debentures issued, wherever required.

(xx) During the period covered by our audit report, the Company has not raised any money by way of public issue.

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

For S. S. Kothari Mehta & Co.

Chartered Accountants

FRN Â 000756N

Arun K.Tulsian

Date: May 27, 2013 Partner

Place: New Delhi Membership No. 89907

Mar 31, 2012

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

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

3. As required by the Companies (Auditor's Report) Order, 2003 (as amended) (the Order) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

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

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

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

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

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

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the Accounting Policies and Notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

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

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

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

Annexure referred to in paragraph 3 of our report of even date

Re: Dalmia Bharat Sugar and Industries Limited

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

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification as compared to book records.

(c) Fixed assets disposed off during the year were not substantial.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year, except stocks lying with third parties and in transit which have been verified with reference to correspondence of third parties or subsequent receipt of goods. In our opinion, the frequency of such verification is reasonable.

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

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of account.

(iii) (a) As informed, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4 (iii) (b), (c) &

(d) of the Order are not applicable to the Company.

(b) According to the information and explanations given to us, the Company has taken unsecured loan from two companies covered in the register maintained under section 301 of the Companies Act, 1956, loan from the one of the companies having been squared off during the year. The maximum amount outstanding during the year is Rs206 Crore and the year end balance of such loan is Rs50 Crore.

(c) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such loans are not, prima facie, prejudicial to the interest of the Company.

(d) In respect of loans taken, repayment of the principal amount is as stipulated and payments of interest have been regular. There are no overdue amounts at the year-end as the loan is repayable on demand.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit carried out in accordance with the generally accepted auditing practices in India, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the Company in respect of these areas.

(v) (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding value of Rupees five lakh in respect of each party have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public, within the meaning of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975.

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

(viii) We have broadly reviewed the cost accounting records maintained by the Company pursuant to the Rules made by the Central Government under section 209(1)(d) of the Companies Act, 1956, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we are not required to make a detailed examination of such records.

(ix) (a) Undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth-tax, Service tax, Customs Duty, Excise Duty, Cess have generally been regularly deposited during the year with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Wealth-tax, Service-tax, Sales-tax, Customs Duty, Excise Duty, Cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of Income-tax, Sales-tax, Wealth-tax, Service-tax, Customs Duty, Excise Duty and Cess on account of any dispute and forum where the dispute is pending, are as follows:

Name of the statute Nature of the Dues Amount (in Period to which the Forum Where dispute Crore) amount relates is pending

Central Excise Act, Cenvat Credit on Cement & 60.89 Jun 05 to Mar 10 CESTAT, Delhi 1944 Steel

Central Excise Act, Cenvat Credit on Cement & 4.46 Sep 07 to Mar 11 Commissioner (A) LTU, 1944 Steel New Delhi

Central Excise Act, Cenvat Credit on Cement & 2.17 Mar 06 to Dec 11 Dy.Commissioner LTU, 1944 Steel New Delhi

Central Excise Act, Demand on duty on Bagasse 291.12 Oct 07 to Mar 10 CESTAT, Delhi 1944 & electricity sale

Central Excise Act, Demand on duty on Bagasse 0.09 Mar 06 to Mar 10 Commissioner (A) LTU, 1944 & electricity sale New Delhi

Central Excise Act, Demand on duty on Bagasse 0.53 Mar 06 to Dec 11 Dy.Commissioner LTU, 1944 & electricity sale New Delhi

Central Excise Act, Demand on duty on Bagasse 0.13 Apr 10 to Dec 11 Superintendent, LTU 1944 & electricity sale New Delhi

Central Excise Act, Disallowance of Cenvat 0.69 2006-07 CESTAT, Delhi 1944 Credit

Central Excise Act, Disallowance of Cenvat 30.55 Apr 10 to May 11 Commissioner LTU, 1944 Credit New Delhi

Central Excise Act, Disallowance of Cenvat 4.16 2002-03 to 2010-11 Commissioner (A) LTU, 1944 Credit New Delhi

Central Excise Act, Disallowance of Cenvat 1.18 2009-10 to 2011-12 Dy.Commissioner LTU, 1944 Credit New Delhi

Central Excise Act, Disallowance of Cenvat 0.01 2010-11 Superintendent, LTU 1944 Credit New Delhi

Central Excise Act, Disallowance of Cenvat 0.02 2004 Allahabad High Court 1944 Credit

Finance Act, 1994 Disallowance of Service tax 5.89 Jun 06 to Mar 10 Ad.Commissioner LTU, credit New Delhi

Finance Act, 1994 Disallowance of Service tax 9.70 2003-04 to 2011-12 Commissioner (A) LTU, credit New Delhi

Finance Act, 1994 Disallowance of Service tax 4.63 2006-07 to 2011-12 Dy.Commissioner LTU, credit New Delhi

Finance Act, 1994 Disallowance of Service tax 0.33 2010-11 to 2011-12 Superintendent, LTU credit New Delhi

UP VAT VAT on interunit transfer 0.39 2005-06 to 2010-11 Dy Commissioner Sitapur

Central Sales Tax Entry Tax on sugar & 3.81 2005-06 to 2010-11 Dy Commissioner Molasses Sitapur

Central Sales Tax Entry Tax on sugar 0.03 2001-02 Allahabad High Court, Lucknow Bench

(x) The Company has no accumulated losses as at the end of the financial year and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

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

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(xiv) In respect of dealing/trading in shares, securities, debentures and other investments, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares, securities, debentures and other investments have been held by the Company in its own name.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) Based on the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained, where such end use has been stipulated by the lender(s).

(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 no funds raised on short-term basis have been used for long-term investment.

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

(xix) Based on the books and records produced to us by the management, securities have been created in respect of debentures issued, wherever required.

(xx) During the period covered by our audit report, the Company has not raised any money by way of public issue.

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

For S. S. Kothari Mehta & Co.

Chartered Accountants Firm Registration No. 000756N

Arun K. Tulsian

Place : New Delhi Partner

Date : May 11, 2012 Membership No. 89907

Mar 31, 2011

1. We have audited the attached Balance Sheet of Dalmia Bharat Sugar and Industries Limited (formerly known as Dalmia Cement (Bharat) Limited) ('the Company') as at March 31, 2011 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003 (as amended) (the Order) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

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

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

iii. 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;

iv. The Balance Sheet, Profit and Loss account and Cash Flow statement dealt with by this report are in agreement with the books of account;

v. On the basis of the written representations received from the directors, as on March 31, 2011, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 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 read with the Accounting Policies and Notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

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

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

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

Annexure referred to in paragraph 3 of our report of even date

Re: Dalmia Bharat Sugar and Industries Limited (formerly known as Dalmia Cement (Bharat) Limited)

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

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification as compared to book records.

(c) Fixed assets (and other assets and liabilities) relating to demerged undertakings comprising of Cement business, Thermal Power business and Refractory business have been transferred to the resulting companies pursuant to the Scheme of Arrangement (refer note no. 19 of schedule 20). This has not affected the going concern assumption.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year, except stocks lying with third parties and in transit which have been verified with reference to correspondence of third parties or subsequent receipt of goods. In our opinion, the frequency of such verification is reasonable.

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

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of account.

(iii) (a) As informed, the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the companies Act, 1956. Accordingly, the provisions of clause 4 (iii) (b), (c) & (d) of the order, are not applicable to the company.

(b) According to the information and explanations given to us, the Company has taken unsecured loan from one company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs 1017.50 million and the year end balance of such loan is Rs 250 million. Further, the company had, in earlier years, taken secured loans in the form of fixed deposits from four persons including directors and their relatives covered in the register maintained under section 301 of the companies Act, 1956. However, these loans have been transferred pursuant to the scheme of arrangement(refer note no. 19 of schedule 20). There are no such loans outstanding at the close of the year.

(c) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such loans are not prima facie prejudicial to the interest of the Company.

(d) In respect of loans taken, repayment of the principal amount is as stipulated and payments of interest have been regular. There are no overdue amounts at the year end as the loan is repayable on demand.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit carried out in accordance with the generally accepted auditing practices in India, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the company in respect of these areas.

(v) (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding value of Rupees five lakh in respect of each party have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public, within the meaning of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. Regarding the deposits accepted in earlier years, the same have transferred pursuant to the Scheme of Arrangement (Refer note no. 19 of schedule 20).

(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 books of account 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 are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we are not required to make a detailed examination of such books.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales- tax, wealth-tax, service tax, customs duty, excise duty, cess have generally been regularly deposited during the year with the appropriate authorities.

Further, since the Central Government has till date not prescribed the amount of cess payable under section 441 A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

Name of the statute Nature of 'the Dues Amount (in Millions)

Central Excise Act, 1944 Disallowance of Cenvat 1.0 Credit

Central Excise Act, 1944 Disallowance of Cenvat 13.81 Credit

Central Excise Act, 1944 Demand on duty on 27.8 Bagass & electricity sale

Central Excise Act,1944 Demand on duty on 121.8 Bagass & electricity sale

Central Excise Act, 1944 Disallowance of Cenvat 28.5 Credit

Central Excise Act,1944 Disallowance of Cenvat 0.1 Credit

Central Excise Act,1944 Cenvat Credit on 0.2 Cement

Finance Act, 1994 Demand of Service tax 0.1 on installation

Central Excise Act,1944 Demand on duty of 1.3 Distillery Products

Central Excise Act,1944 Cenvat Credit on 1.6 Cement & Steel

Central Excise Act,1944 Cenvat Credit on 0.3 Cement & Steel

Central Sales Tax Sales Tax 19.9

Name of the statute Period to which the Forum where disput amount relates -e is pending

Central Excise Act,1944 April 2006 to March Dy. Commissioner, 2010 Sitapur

Central Excise Act,1944 April 2006 to March Dy. Commissioner, 2010 LTU Delhi

Central Excise Act,1944 Feb. 2007 to March Add. Commissioner, 2010 Lucknow

Central Excise Act,1944 Feb. 2007 to March Dy. Commissioner, 2010 LTD Delhi

Central Excise Act,1944 March 2006, to Nov Commissioner, 2008 Lucknow

Central Excise Act,1944 March 2006, to Feb Asst.Commissioner, 2007 Sitapur

Central Excise Act,1944 April, 2006 Commissioner Appe al,Delhi

Finance Act, 1994 April 2006 to March Asistant Commissi- 2007 oner, Sitapur

Central Excise Act,1944 April 2007 to March Commissioner Appe- 2010 al

Central Excise Act,1944 April 2008 to Nov Commissioner Appe- 2008 al, LTU Delhi

Central Excise Act,1944 March, 2006 Commissioner Appe- al, Lucknow

Central Sales Tax - Dy. Commissioner, Sitapur

(x) The Company has no accumulated losses as at the end of the financial year and has not incurred cash losses in the current year and in the immediately preceding financial year.

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

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(xiv) In respect of dealing/trading in shares, securities, debentures and other investments, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares, securities, debentures and other investments have been held by the Company in its own name.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) Based on information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained, where such end use has been stipulated by the lender(s).

(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 no funds raised on short-term basis have been used for long-term investment.

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

(xix) Based on the books and records produced to us by the management, securities have been created in respect of debentures issued, wherever required.

(xx) During the period covered by our audit report, the company has not raised any money by way of public issue.

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

For S.S. KOTHARI MEHTA & Co. Firm Registration No. 000756N Chartered Accountants (ARUN K. TULSIAN) Partner Membership No. 89907

Place ; New Delhi Date ; May 23, 2011

Mar 31, 2010

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

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

3. As required by the Companies (Auditors Report) Order, 2003 (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to information and explanation given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessaryforthepurposesofouraudit;

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. 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 CompaniesAct,1956;

iv. Thebalancesheet,profitandlossaccountandcash flow statement dealt with by this report are in agreement with the books of accounts;

v. On the basis of the written representations received from the directors, as on March 31,2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section274oftheCompaniesAct,1956;

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the accounting policies and notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a) in the case of the balance sheet, of the state of affairs of the Company as at March 31,2010;

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

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

Annexure referred to in paragraph 3 of our report of even date Re: Dalmia Cements (Bharat) Limited (the Company)

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

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verification and the same has been properly adjusted in the books of account.

(c) There was no substantial disposal of fixed assets during theyear.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year, except stocks lying with third parties and in transit which have been verified with reference to correspondence of third parties or subsequent receipt of goods. In our opinion, the frequency of such verification is reasonable.

(b)The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of theCompanyandthenatureofitsbusiness.

(c) In our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of account.

(iii) (a) As informed, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4 (iii) (b), (c) & (d) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicabletotheCompany.

(b) The company has taken unsecured loans in the form of fixed deposits from four persons including directors and their relatives covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year and the year end balance of such loans is Rs.236.75 million.

(c) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such loans are not prima facie prejudicial to the interest of theCompany.

(d) In respect of loans taken, repayment of the principal amount is as stipulated and payments of interest have been regular.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the company.

(v) (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding value of Rupees five lakhs have been enteredintoduringthefinancialyearat prices which are reasonable having regard to the prevailing market pricesattherelevanttime.

(vi) In respect of deposits accepted, in our opinion and according to the information and explanations given to us, directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under, to the extent applicable, have been complied with. We are informed by the management that no order has been passed by the Company Law Board, National Company LawTribunal or Reserve Bankof IndiaoranyCourtorany otherTribunal.

(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 books of account 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 are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

(ix) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and other material statutory dues applicable to it.

Further, since the Central Governent has till date not prescribed the amount of cess payable under section 441 A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable except Royalty payable on limestone of Rs.. 1.29 million and, Sales tax of Rs.0.39 million, which have since been paid.

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

(x) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

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

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures andothersecurities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi /mutual benefit fund / society. Therefore, the

Name of the statute Nature of dues Amount (Rs million)

Central Excise Disallowance of Act, 1944 Cenvat Credit 7.23

Central Excise Disallowance of 48.72 Act, 1944 Cenvat Credit on Capital Goods

Central Excise Disallowance of 1.33 Act, 1944 Cenvat Credit

Central Excise Denial of Cenvat 9.47 Act, 1944 Credit on clinker used in cement supplied ton Spec ial Economic units in zones Central Excise Excise duty on 41.61 Act, 1944 Packing charges

Tamil Nadu Differential tax for 0.77 General sale; non-acceptance of Tax Act, 1959 Form XVII for purchase

Tamil Nadu General sale; Sales tax levied on Packing charges on 1.82 Tax Act, 1959 Cement Sales

Finance Act, Denying Service 1994 Tax Credit on 1.75 Outdoor Catering

Finance Act, Non Payment of 10.09 1994 Service Tax on Consulting Engineering Services and Erections Commissioning & Installation Services

Andhra Pradesh Reversal of VAT credit 0.88 VAT Act availed during construction period Income Tax Act, Income Tax 0.01 1961

Coal Mines Cess charges 1.28 (Conservation & Development) Act, 1974 Central Excise Act, 1944 Cenvat Credit on 0.80 Cement

Period to which Forum where dispute Name of the statute the amount relates is pending Central Excise October 01 to April 02 CESTAT, Southern Act, 1944 Region

Central Excise September 04 to GESTAT, Southern Act, 1944 February 06 Region Bench

Central Excise April 07 to March 08 Commissioner Act, 1944 (Appeals) Central Excise

Central Excise July 06 to October 07 Commissioner Act, 1944 (Appeals) /CESTAT Central Excise

Central Excise November 07 to July 09 Commissioner of Act, 1944 Excise and Service Tax, Central New Delhi

Tamil Nadu 1997-98,1998-99 STAT, Madurai General sale; & 1999-00 Tax Act, 1959

Tamil Nadu 1983-84 Hight Court, Madras General sale; Tax Act, 1959

Finance Act, April 06 to July 09 CESTAT 1944 2006 CESTAT

Andhra Pradesh May 07 to May 08 Sales tax Appellate VAT Act Tribunal

Income Tax Act, Assessment Year Commissioner of I 1966 2006-07 ncome Tax (Appeal), New Delhi

Coal Mines April 2005 Dy. Commissioner, (Conservation & Customs Development) Act, 1974

Central Excise March 06 to July 06 CESTAT, New Delhi Act, 1944

provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 (as amended) are notapplicabletotheCompany.

(xiv) In respect of dealing/trading in shares, securities, debentures and other investments, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares, securities, debentures and other investments have been held by the Company, in its own name.

(xv) According to the information and explanations given to us, the Company has given guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof in our opinion are not prima-facie prejudicial to the interest of the Company.

(xvi) Based on information and explanations given to us by the management, term loans were applied for thepurposeforwhichtheloanswereobtained.

(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 no funds raised on short-term basis have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301oftheCompaniesAct,1956.

(xix) Based on the books and records produced to us by the management, securities have been created in respect of debentures issued, wherever required.

(xx) During the period covered by our audit report, the company has not raised any money by public issue.

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

For S.R. Batliboi & Co. For S.S. Kothari Mehta & Co. Firm registration number: Firm registration number: 301003E 000756N Chartered Accountants Chartered Accountants

per Manoj Gupta per Arun K.Tulsian Partner Partner Membership No.:83906 Membership No.:89907 Place :Gurgaon Place: New Delhi Date : May 26, 2010 Date : May 26, 2010

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