Auditor Report of Dhampur Sugar Mills Ltd.

Mar 31, 2025

1. We have audited the accompanying standalone financial
statements of Dhampur Sugar Mills Limited ("the
Company”), which comprise the Standalone Balance
Sheet as at March 31, 2025, and the Standalone Statement
of Profit and Loss (including other comprehensive
income), Standalone Statement of Changes in Equity and
Standalone Statement of Cash Flow for the year then
ended, and notes to the standalone financial statements,
including a summary of the significant accounting policies
and other explanatory information (hereinafter referred to
as "Standalone Financial Statements”).

2. 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 accounting principles generally
accepted in India, of the state of affairs of the Company
as at March 31, 2025, and profit (including other
comprehensive income), changes in equity and its cash
flows for the year ended on that date.

Basis for Opinion

3. 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'') read together
with the independence 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 we have
obtained is sufficient and appropriate to provide a basis for
our audit opinion on the Standalone Financial Statements.

Key Audit Matters

4. Key audit matters (''KAM'') 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	How our audit addressed the Key Audit Matter
1. Valuation of Inventory As on March 31,2025, the Company has an inventory of Finished Goods, By-Products and Work in Progress with a carrying value of INR 898.64 Crores. We considered the value of the inventory of Finished Goods, By-Products and Work in Progress as a key audit matter given the significant value of inventory in the financial statements and	Principal Audit Procedures ¦ Obtained an understanding of the valuation methodologies used and assessed the reasonableness and consistency of the significant assumptions used in the valuation by the Company. ¦ Evaluated and tested, on test check basis, the design and operating effectiveness of key controls around inventory valuation operating within the Company.

Key Audit Matter	How our audit addressed the Key Audit Matter
significant management judgement and estimate involved in the valuation. The determination of these estimates and judgement requires careful evaluation by the management and could lead to a material impact on the financial position and the results of the Company and therefore has been considered as a key audit matter.	¦ Assessed the basis, reasonableness and accuracy of adjustments made to cost calculation and tested the arithmetical accuracy and consistency of application of the valuation approaches and models over the years. ¦ Compared the cost of the finished goods of Sugar with the net realisable value and checked if the finished goods were recorded at the net realisable value where the cost was higher than the net realisable value. ¦ Tested the appropriateness of the disclosure in the financial statements in accordance with the applicable financial reporting framework. Based on the above procedures performed, the management''s determination of the inventory valuation of Finished Goods, By-Products and Work in Progress as at the year-end is considered to be reasonable.
2. Contingencies related to Legal and Tax Matters The Company has litigations pending at various forums which involve significant management judgement and estimate for assessing the outcome of the matter and estimating the amount to be disclosed as contingent liability and it may be subject to management bias. Accordingly, it has been considered as a key audit matter.	Principal Audit Procedures: ¦ Obtained an understanding and tested the design and operating effectiveness of controls, as established by the management, for obtaining all the relevant information for pending litigations. ¦ Held discussions with management for any material developments and the latest status of legal matters. ¦ Examining management''s judgements and assessments for assessing the outcome of the matter and estimating the amount to be disclosed as contingent liability. ¦ Verified the adequacy of disclosures in the financial statements in this respect. Based on the above procedures performed, the management''s determination of the amounts and disclosure of contingent liability as at the year-end is considered to be reasonable.

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

5. The Company''s Board of Directors is responsible for the
other information. The other information comprises the
information included in the Management Discussion and
Analysis, Report on Corporate Governance and Director''s
Report including Annexures to Director''s Report, Business
Responsibility and Sustainability Report and Shareholder''s
Information, but does not include the Standalone Financial
Statements and our auditors'' report thereon. The aforesaid
report is expected to be made available to us after the date
of this auditors'' report.

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

7. In connection with our audit of the Standalone Financial
Statements, our responsibility is to read the other
information identified above when it becomes available
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.

8. When we read the company''s annual report and if we
conclude that there is a material misstatement therein, we
are required to communicate the matter to those charged
with governance and shall take appropriate actions, if
required.

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

9. The Company''s Board of Directors is responsible for the
matters stated in Section 134(5) of the Act with respect
to the preparation and presentation of these Standalone
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 the accounting
principles generally accepted in India, including the Indian
Accounting Standards (Ind AS) specified under Section
133 of the Act.

10. 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 judgements and estimates that are
reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls that
were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the
preparation and presentation of the Standalone Financial
Statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

11. In preparing the Standalone Financial Statements,
the Board of Directors 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.

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

Auditors'' Responsibilities for the Audit of the
Standalone Financial Statements

13. 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.

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

¦ 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.

¦ 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 system with
reference to Standalone Financial statement in place
and the operating effectiveness of such controls.

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

¦ 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.

¦ 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.

15. 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 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 financial statements.

16. 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.

17. 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.

18. 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

19. As required by the Companies (Auditors'' Report) Order,
2020 ("the Ordefi'') issued by the Central Government of
India in terms of Section 143(11) of the Act, we give in
"Annexure A'' a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

20. As required by Section 143(3) of the Act, based on our
report, 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 except
for the matters stated in paragraph 20(i)(vi) below on
reporting under rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014 (as amended) ("the Rules");

c. The Standalone Balance Sheet, the Standalone
Statement of Profit and Loss (including other
comprehensive income), the Standalone Statement
of Changes in Equity and the Standalone Statement of
Cash Flow 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 Ind AS 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 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. The reservations relating to the maintenance of
accounts and other matters connected therewith are
as stated in paragraph 20(b) above on reporting under
Section 143(3)(b) of the Act and paragraph 20(i)(vi)
below on reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014;

g. With respect to the adequacy of the internal financial
controls over financial reporting with reference to
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 over financial reporting;

h. With respect to the matter 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 according to the information and
explanation given to us, the remuneration paid during
the current year by the Company to its directors is
in accordance with the provisions of Section 197 of
the Act. The remuneration paid to any director is not
in excess of the limit laid down under Section 197
of the Act. The Ministry of Corporate Affairs has not
prescribed other details under Section 197(16) of the
Act which is required to be commented upon by us.

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

i. The Company has disclosed the impact of
pending litigations as at March 31, 2025, on its
financial position in its Standalone Financial
Statements. Refer Note 38 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. (i) The Management has represented that, to

the best of its knowledge and belief, no funds
(which are material either individually or in
the aggregate) 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
person or entity, including foreign entity
("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;

(ii) The Management has represented, that,
to the best of its knowledge and belief, no
funds (which are material either individually
or in the aggregate) have been received
by the Company from any person or entity,
including foreign entity ("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;

(iii) Based on the audit procedures that have
been considered reasonable and appropriate
in the circumstances, nothing has come to
our notice that has caused us to believe that
the representations under sub-clause (i) and
(ii) of Rule 11(e), as provided under (a) and (b)
above, contain any material misstatement.

v. The Company has neither declared nor paid
any dividend during the current year, therefore
reporting under rule 11 (f) is not applicable.

vi. Based on our examination which included test
checks, the Company has used accounting
software for maintaining its books of account
which has a feature of recording audit trail
(edit log) facility and the same has operated
throughout the year for all relevant transactions
recorded in the software except that, audit trail
feature is not enabled at database level and
also for certain changes that can be made using
certain privileged/ administrative access rights.

For accounting software for which audit trail
feature is enabled, the audit trail facility has been
operating throughout the year for all relevant
transactions recorded in the software and we
did not come across any instance of audit trail
feature being tampered with during the course of
our audit.

Additionally, the audit trail of relevant previous
year has been preserved by the Company as per
the statutory requirements for record retention,
to the extent it was enabled and recorded in the
previous year.

For Mittal Gupta & Co. For T R Chadha & Co LLP

Chartered Accountants Chartered Accountants

Firm Registration No.001874C Firm Registration No.006711N/N500028

Ajay Kumar Rastogi Hitesh Garg

Partner Partner

Membership No. 071426 Membership No. 502955

Place of signature: New Delhi Place of signature: New Delhi

Date: May 16, 2025 Date: May 16, 2025

UDIN: 25071426BMTDJG3899 UDIN: 25502955BMLWNX6338

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Mar 31, 2024

We have audited the standalone financial statements of Dhampur Sugar Mills Limited ("the Company”), which comprise the Standalone Balance Sheet as at March 31, 2024, the Standalone Statement of Profit and Loss (including other comprehensive income), the Standalone Statement of Changes in Equity and Standalone Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "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 accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, and profit (including 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 Standalone Financial Statements in accordance with the Standards on Auditing ("SA”) specified

under Section 143(10) of the Companies Act, 2013, as amended ("the Act”). Our responsibilities under those Standards are further described in the Auditors'' 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 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 (''KAM'') 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	How our audit addressed the Key Audit Matter
1. Inventory Valuation of Finished Goods, By-Products and Work in Progress
As of March 31,2024, the Company has an inventory of Finished Goods, Raw Materials, By-Products and Work in Progress with a carrying value of INR 898.30 crores. We considered the valuation of the inventory of Finished Goods, Raw Materials, By-Products and Work in Progress as a key audit matter given the relative value of inventory in the financial statements and significant judgement involved in the calculation of Cost of Production and other factors such as minimum sale price, monthly quota and fluctuation in domestic and international selling prices, in the valuation. The determination of these assumptions and estimates requires careful evaluation by management and could lead to a material impact on the financial position and the results of the Company and therefore has been considered as a key audit matter.	Principal Audit Procedures We performed the following procedures: Q Obtained an understanding of the valuation methodologies used and assessed the reasonableness and consistency of the significant assumptions used in the valuation by the Company. Q Evaluated and tested on a sample basis the design and operating effectiveness of key controls around inventory valuation operating within the Company.

Key Audit Matter	How our audit addressed the Key Audit Matter
	Q Assessed the basis, reasonableness and accuracy of adjustments made to cost calculation. Tested the arithmetical accuracy and consistency of application of the valuation approaches and models over the years. Compare the cost of the finished goods of Sugar with the net realisable value and check if the finished goods were recorded at the net realisable value where the cost was higher than the net realisable value. We tested the cost of production and net realizable value of the inventory of sugar. We considered various factors including the prevailing unit-specific domestic selling price during and subsequent to the year-end, minimum selling price & monthly quota, selling price for contracted sugar export and initiatives taken by the Government with respect to the sugar industry as a whole. Q Tested the appropriateness of the disclosure in the financial statements in accordance with the applicable financial reporting framework. Based on the above procedures performed, the management''s determination of the inventory valuation of Finished Goods, Raw Materials, By-Products and Work in Progress as at the year-end is considered to be reasonable.
2. Contingent Liabilities- Contingencies related to Regulatory, Direct and Indirect tax matters
The Company has a number of litigations pending at various forums and management''s judgement is required for estimating the amount to be disclosed as contingent liability. This is identified as Key Audit Matter because the company have a number of litigations and uncertain positions including matters under dispute which involve significant estimates and degree of management judgement in interpreting the cases and it may be subject to management bias.	Principal Audit Procedures We performed the following procedures: Q We have obtained an understanding and tested the designs and operating effectiveness of controls as established by management for obtaining all the relevant information for pending litigations. Q Holding discussions with management for any material developments and the latest status of legal matters. Q Examining management''s judgements and assessments of whether provisions are required considering the management''s assessment of those matters that are not disclosed as the probability of material outflow is considered to be remote. Q Verified the adequacy of disclosures in the financial statements in this respect. Based on the above procedures performed, the management''s determination of the amounts and disclosure of contingent liability as at the year-end is considered to be reasonable.

Key Audit Matter	How our audit addressed the Key Audit Matter
3. Recognition of deferred tax assets relating to minimum alternate tax (MAT) credit entitlement and re-measurement of deferred tax assets and liabilities
The Company has made an assessment of dual tax structures and decided to continue with the existing tax structure until the utilization of MAT credits and to measure deferred tax assets and liabilities at the tax rates that are expected to apply for its reversal in future. Accordingly, deferred tax assets and liabilities that are expected to reverse when the company migrates to a new lower tax regime have been measured at a lower tax rate. We considered the re-measurement of deferred tax assets based on migration to a lower tax regime and recognition of deferred tax assets relating to utilisation of MAT credit entitlement is considered as a key audit matter as it involves significant management judgement including accounting estimates relating to forecasting future taxable profits, availability of sufficient taxable income in the future and recoverability within the specified period of time as well as for migration to the new lower tax regime.	Principal Audit Procedures We performed the following procedures: Q Evaluated the design and implementation and tested the operating effectiveness of controls related to the assessment of the utilisation of MAT credit entitlement and Deferred Tax calculation. Q Evaluated and discussed with the Management, the appropriateness of assumptions and evidence supporting the underlying profitability forecasts. Assessed the assumptions used in the profitability forecasts along with the Company''s tax position including the timing of future taxable profits. We also performed the retrospective review and sensitivity analysis on the key assumptions used in the aforementioned profitability forecasts for the utilisation of MAT credit entitlement. Q Assessed the adequacy of disclosures made in the standalone financial statements of the Company. Based on the above procedures performed, the recognition of deferred tax assets relating to the MAT credit entitlement and measurement of deferred tax assets and liabilities using the tax rates applicable at the time of reversal are considered adequate and reasonable.

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 Management Discussion and Analysis, Report on Corporate Governance and Director''s Report including Annexures to Director''s Report, Business Responsibility and Sustainability Report and Shareholder''s Information, but does not include the Standalone Financial Statements and our auditors'' report thereon. The aforesaid report is expected to be made available to us after the date of this auditors'' report.

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 identified above when it becomes available 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.

When we read the Company''s annual report and if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and shall take appropriate actions, if required.

Responsibilities of Management and Board of Directors 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 and presentation of these Standalone 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 the accounting principles generally accepted in India, including the Indian Accounting Standards (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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies;

making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the 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, the Board of Directors 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 responsible for overseeing the Company''s financial reporting process.

Auditors'' 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 auditors'' 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:

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 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 an adequate internal financial controls system with reference to the Standalone Financial statement 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 the Management and the Board of Directors.

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 auditors'' 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 auditors'' 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.

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 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 financial statements.

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 auditors'' 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. A. As required by Section 143(3) of the Act, based on our report, 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 except for the matters stated in paragraph 1(B)(f) below on reporting under rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended) ("the Rules”);

c. The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including other comprehensive income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flow 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 Ind AS 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 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. The reservations relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 1(A) (b) above on reporting under Section 143(3)(b) of the Act and paragraph 1(B)(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014;

g. With respect to the adequacy of the internal financial controls over financial reporting with reference to Standalone Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting;

B. With respect to the other matters to be included in the Auditors'' 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:

a. 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 38 (I) & (III) to the Standalone Financial Statements;

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

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

d. (i) The Management has represented that, to the best

of its knowledge and belief, as disclosed in note 51(iv) to the Standalone Financial Statements, no funds (which are material either individually or in the aggregate) 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 person or entity, including foreign entity ("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;

(ii) The Management has represented, that, to the best of its knowledge and belief, as disclosed in note 51(v) to the Standalone financial statements, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("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;

(iii) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (i) and (ii) above, contain any material misstatement.

e. The Company has neither declared nor paid any dividend during the current year, therefore reporting under rule 11 (f) is not applicable.

f. Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account which has a feature

of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software except that, audit trail feature is not enabled at database level and also for certain changes that can be made using certain privileged/ administrative access rights.

For accounting software for which audit trail feature is enabled, the audit trail facility has been operating throughout the year for all relevant transactions recorded in the software and we did not come across any instance of audit trail feature being tampered with during the course of our audit.

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

C. With respect to the other matters to be included in the Auditors'' Report in accordance with the requirements of Section 197(16) of the Act, as amended,

In our opinion and according to the information and explanation given to us, the remuneration paid during the current year by the Company to its directors is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which is required to be commented upon by us.

2. As required by the Companies (Auditors'' Report) Order, 2020 ("the Ordefi'') issued by the Central Government of India in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

For Mittal Gupta & Co. For T R Chadha & Co LLP

Chartered Accountants Chartered Accountants

Firm Registration No.001874C Firm Registration No.006711N/N500028

Ajay Kumar Rastogi Neena Goel

Partner Partner

Membership No. 071426 Membership No. 057986

Place of signature: New Delhi Place of signature: New Delhi

Date: May 01,2024 Date: May 01, 2024

UDIN: 24071426BKBXNB6151 UDIN: 24057986BKEEPA6783

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Mar 31, 2023

We have audited the standalone financial statements of Dhampur Sugar Mills Limited ("the Company”), which comprise the Standalone Balance Sheet as at March 31, 2023, and the Standalone Statement of Profit and Loss (including other comprehensive income), Standalone Statement of Changes in Equity and Standalone Statement of Cash Flow for the year then ended, and notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "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 accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, and profit (including 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 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 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'') read together with the independence 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 we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Financial Statements.

Key Audit Matters

Key audit matters (''KAM'') 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	How our audit addressed the Key Audit Matter
1. Inventory Valuation of Finished Goods, By-Products and Work in Progress
As on March 31, 2023, the Company has an inventory of Finished Goods, By-Products and Work in Progress with a carrying value of H646.40 crores. We considered the value of the inventory of Finished Goods, By-Products and Work in Progress as a key audit matter given the relative value of inventory in the financial statements and significant judgement involved in the calculation of Cost of Production and other factors such as minimum sale price, monthly quota, and fluctuation in domestic and international selling prices, in the valuation. The determination of these assumptions and estimates requires careful evaluation by management and could lead to a material impact on the financial position and the results of the Company and therefore has been considered as a key audit matter.	Principal Audit Procedures We performed the following procedures: ¦ Obtained an understanding of the valuation methodologies used and assessed the reasonableness and consistency of the significant assumptions used in the valuation by the Company. ¦ Evaluated and tested on a sample basis the design and operating effectiveness of key controls around inventory valuation operating within the Company.

Key Audit Matter	How our audit addressed the Key Audit Matter
	¦ Assessed the basis, reasonableness and accuracy of adjustments made to cost calculation. Tested the arithmetical accuracy and consistency of application of the valuation approaches and models over the years. Compared the cost of the finished goods of Sugar with the net realisable value and checked if the finished goods were recorded at the net realisable value where the cost was higher than the net realisable value. We tested the cost of production and net realizable value of the inventory of sugar. We considered various factors including the prevailing unit-specific domestic selling price during and subsequent to the year-end, minimum selling price & monthly quota, selling price for contracted sugar export and initiatives taken by the Government with respect to the sugar industry as a whole. ¦ Tested the appropriateness of the disclosure in the financial statements in accordance with the applicable financial reporting framework. Based on the above procedures performed, the management''s determination of the inventory valuation of Finished Goods, By-Products and Work in Progress as at the year-end is considered to be reasonable.
2. Contingent Liabilities- Contingencies related to Regulatory, Direct and Indirect tax matters
The Company has a number of litigations pending at various forums and management''s judgement is required for estimating the amount to be disclosed as a contingent liability. This is identified as Key Audit Matter because the company have a number of litigations and uncertain positions including matters under dispute which involve significant estimates and degree of management judgement in interpreting the cases and it may be subject to management bias.	Principal Audit Procedures We performed the following procedures: ¦ Understood and tested the design and operating effectiveness of controls as established by the management for obtaining all relevant information for pending litigation cases; ¦ Holding discussions with management for any material developments and the latest status of legal matters. ¦ Examining management''s judgements and assessments of whether provisions are required considering the management''s assessment of those matters that are not disclosed as the probability of material outflow is considered to be remote. ¦ Verified the adequacy of disclosures in the financial statements in this respect. Based on the above procedures performed, the management''s determination of the amounts and disclosure of contingent liability as at the year-end is considered to be reasonable.

Key Audit Matter	How our audit addressed the Key Audit Matter
3. Recognition of deferred tax assets relating to minimum alternate tax (MAT) credit entitlement and remeasurement of deferred tax assets and liabilities.
The Company has made an assessment of dual tax structures and decided to continue with the existing tax structure until the utilization of MAT credit and to measure deferred tax assets and liabilities at the tax rates that are expected to apply for its reversal in future. Accordingly, deferred tax assets and liabilities that are expected to reverse when the company would migrate to a new lower tax regime have been measured at a lower tax rate. We considered the re-measurement of deferred tax assets based on migration to a lower tax regime and recognition of deferred tax assets relating to utilisation of MAT credit entitlement is considered as a key audit matter as it involves significant management judgement including accounting estimates relating to forecasting future taxable profits, availability of sufficient taxable income in the future and recoverability within the specified period of time as well as for migration to the new lower tax regime.	Principal Audit Procedures We performed the following procedures: ¦ Evaluated the design and implementation and tested the operating effectiveness of controls related to the assessment of the utilisation of MAT credit entitlement and Deferred Tax calculation. ¦ Evaluated and discussed with the Management, the appropriateness of assumptions and evidence supporting the underlying profitability forecasts. Assessed the assumptions used in the profitability forecasts along with the Company''s tax position including the timing of future taxable profits. We also performed the retrospective review and sensitivity analysis on the key assumptions used in the aforementioned profitability forecasts for the utilisation of MAT credit entitlement. ¦ Assessed the adequacy of disclosures made in the standalone financial statements of the Company. Based on the above procedures performed, the recognition of deferred tax assets relating to the MAT credit entitlement and measurement of deferred tax assets and liabilities using the tax rates applicable at the time of reversal are considered adequate and reasonable.

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 Management Discussion and Analysis, Report on Corporate Governance and Director''s Report including Annexures to Director''s Report, Business Responsibility and Sustainability Report and Shareholder''s Information, but does not include the Standalone Financial Statements and our auditor''s report thereon. The aforesaid report is expected to be made available to us after the date of this auditor''s report.

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 identified above when it becomes available 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.

When we read the company''s annual report and if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and shall take appropriate actions, if required.

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 and presentation of these Standalone 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 the accounting principles generally accepted in India, including the Indian Accounting Standards (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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and

design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the 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, the Board of Directors 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 responsible for overseeing the Company''s financial reporting process.

Auditors'' 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 auditors'' 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:

• 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.

• 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 an adequate internal financial controls system with reference to the Standalone Financial statement in place and the operating effectiveness of such controls.

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

• 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 auditors'' report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• 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.

Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or in the aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the 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 financial statements.

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 auditors'' 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. A. As required by Section 143(3) of the Act, based on our report, 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 Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including other comprehensive income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flow 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 Ind AS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) Based on 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;

(f) With respect to the adequacy of the internal financial controls over financial reporting with reference to Standalone Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting;

B. With respect to the other matters to be included in the Auditors'' 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:

(a) The Company has disclosed the impact of pending litigations as of March 31, 2023, on its financial position in its Standalone Financial Statements. Refer Note - 38 (I) & (III) to the Standalone Financial Statements;

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

(c) There were no amounts, during the year, which were required to be transferred to the Investor Education and Protection Fund by the Company.

(d) (i) The Management has represented that,

to the best of its knowledge and belief, as disclosed in note 52 to the financial statements, no funds (which are material either individually or in the aggregate) 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 person or entity, including foreign entity ("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;

(ii) The Management has represented, that, to the best of its knowledge and belief, as disclosed in note 52 to the financial statements, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("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;

(iii) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (i) and (ii) above, contain any material misstatement.

(e) 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 of the Companies Act 2013.

(f) As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the company only w.e.f. April 1, 2023, reporting under this clause is not applicable.

C. 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 according to the information and explanation given to us, the remuneration paid during the current year by the Company to its directors is in accordance with the provisions

of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which is required to be commented upon by us.

2. As required by the Companies (Auditors'' Report) Order, 2020 ("the Order”) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in "Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

For Mittal Gupta & Co. For T R Chadha & Co LLP

Chartered Accountants Chartered Accountants

Firm Registration No.001874C Firm Registration No.006711N/N500028

Ajay Kumar Rastogi Neena Goel

Partner Partner

Membership No. 071426 Membership No. 057986

Place of signature: New Delhi Place of signature: New Delhi

Date: May 07, 2023 Date: May 07, 2023

UDIN: 23071426BGYVDC3028 UDIN: 23057986BGVLGW1573

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Mar 31, 2018

Report on the Standalone Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Dhampur Sugar Mills Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2018, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act.

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

Auditors’ Responsibility

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

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

We conducted our audit 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 auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone Ind AS 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 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 including the Ind AS, of the state of affairs (financial position) of the Company as at March 31, 2018, and its profit/loss (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Other Matters

The comparative financial information of the Company for the year ended March 2017 and the transition date opening balance sheet as at April 01, 2016 included in these standalone Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by the predecessor auditor whose report for the year ended March 31, 2017 and March 31, 2016 dated May 25, 2017 and May 10, 2016 respectively expressed an unmodified opinion on those standalone financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.

Our opinion is not modified in respect of these matters. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in”Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order ;

2. As required by Section143(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 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 Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act.

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

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

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

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

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

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

(i) In respect of its fixed assets:

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

(b) The Company has a phased program of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. The management has verified major fixed assets during the year and as explained there is no material discrepancy on such verification.

(c) The title deeds of the immovable properties, as disclosed in the financial statements, are held in the name of the company.

(ii) The inventories except goods in transit have been physically verified by the management at reasonable interval during the year. In our opinion and according to the information and explanations given to us, the frequency of such verification is reasonable. As explained to us, no material discrepancies were noticed on physical verification of inventories as compared to book records.

(iii) According to the information and explanations given to us and based on our examinations of the records, in our opinion, the Company has not granted any loan secured or unsecured to the companies, firms, limited liability partnership and other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly paragraph 3(iii) of the order is not applicable to the company.

(iv) According to the information and explanations given to us and based on our examinations of the records, in our opinion, the company has not granted any loans, or provided any security or guarantee to the parties covered under Section 185 of the Companies Act, 2013. The Company has complied with the provisions of section 186 of the Companies Act, 2013 in respect of investment made or loans or guarantee or security provided to the parties covered under section 186 of the Companies Act, 2013.

(v) According to the information and explanations given to us, in our opinion, the Company has complied with the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Act and rules framed there under in respect of deposits accepted during the year. As informed to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal in this connection.

(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost records and Audit) Rules, 2014 under section 148 of the Companies Act and are of the opinion that, prima facie, the prescribed cost record have been made and maintained. We have however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and based on our examinations of the records, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of provident fund, investor education and protection fund, employees’ state insurance, income tax, sales tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues, as applicable, with the appropriate authorities except for demand raised by Income Tax Authorities at the time of processing of TDS return. There are no undisputed statutory dues as referred to above as at March 31, 2018 outstanding for a period of more than six months from the date they become payable except for demand raised by Income Tax Authorities at the time of processing of TDS return aggregating to ‘ 0.06 Crores. We have been informed by the Company that they are in process of getting these returns rectified and are hopeful that these demands will be substantially reduced after rectification.

(b) According to the information and explanations given to us, the particulars of Income tax, Service-tax, Sales-tax, Custom Duty, Excise Duty, Entry tax, Value Added Tax, which have not been deposited on account of any dispute, are as referred to Annexure -’A1’

(viii)According to the information and explanations given to us, in our opinion, the Company has not defaulted in repayment of loans and borrowings to any financial institution, bank and government during the period. The Company has not borrowed any money by way of issue of debentures.

(ix) According to the information and explanations given to us and based on our examinations of the records, in our opinion, the money raised by the Company by way of term loans have been applied for the purposes for which they were obtained.

(x) To the best of our knowledge and belief and according to the information and explanations given to us, no material fraud on or by the Company by its officers or employees was noticed or report during the year.

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

(xii) According to the information and explanations given to us and based on our examinations of the records, in our opinion, the Company is not a Nidhi Company. Accordingly, the paragraph 3(xii) of the Order is not applicable to the Company.

(xiii)According to the information and explanations given to us and based on our examinations of the records, in our opinion, the transactions with related parties are in compliance with the provisions of sections 177 and 188 of the Act where applicable. The details of such related party transactions have been disclosed in the financial statements as required under Indian Accounting Standard (IndAS 24), Related Party Disclosures specified under Section 133 of the Act, read with Rule 15 of the Companies (Indian Accounting Standards) Rules, 2015.

(xiv)According to the information and explanations given to us and based on our examinations of the records, in our opinion, the Company has not raised funds by way of Private placement of Preferential Issues during the year.

xv) According to the information and explanations given to us and based on our examinations of the records, in our opinion, the Company has not entered into any non-cash transactions as specified u/s 192 of the Act, with its directors or persons connected to him. Accordingly, the paragraph 3(xv) of the Order is not applicable to the Company.

(xvi)In our opinion, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

(The Annexure - ‘A1’ referred to in our Independent Auditors’ Report to the members of the Company on the standalone financial statements for the year ended March 31, 2018)

(Rs.in crores)

S. No.	Name of the Statute	Nature of Dues	Amount in Rs.	Period to which the amount relates	Forum where the dispute is pending
1	Central Excise Act, 1944	Excise Duty	0.01	2003-04	Supreme Court
2	Central Excise Act, 1944	Excise Duty	0.02	2005-06	Supreme Court
3	Central Excise Act, 1944	Excise Duty	0.01	2012-13	Supreme Court
4	Central Excise Act, 1944	Excise Duty	#	2012-13	Supreme Court
	Sub-total		0.04
1	Central Excise Act, 1944	Excise Duty	#	1998-99	High Court
2	Central Excise Act, 1944	Excise Duty	0.01	2001-02	High Court
3	Central Excise Act, 1944	Excise Duty	#	2004-05	High Court
4	Central Excise Act, 1944	Excise Duty	#	2004-05	High Court
5	Central Excise Act, 1944	Excise Duty	0.01	2004-05	High Court
6	Central Excise Act, 1944	Excise Duty	0.02	2005-06	High Court
7	Central Excise Act, 1944	Excise Duty	0.04	2010-11	High Court
8	Central Excise Act, 1944	Excise Duty	10.73	2011-12	High Court
	Sub-total		10.81
1	Central Excise Act, 1944	Excise Duty	0.04	1995-96	CESTAT
2	Central Excise Act, 1944	Excise Duty	#	1996-97	CESTAT
3	Central Excise Act, 1944	Excise Duty	0.26	2005-06	CESTAT
4	Central Excise Act, 1944	Excise Duty	8.59	2006-07	CESTAT
5	Central Excise Act, 1944	Excise Duty	1.36	2007-08	CESTAT
6	Central Excise Act, 1944	Excise Duty	0.23	2007-08	CESTAT
7	Central Excise Act, 1944	Excise Duty	0.17	2007-08	CESTAT
8	Central Excise Act, 1944	Excise Duty	2.49	2008-09	CESTAT
9	Central Excise Act, 1944	Excise Duty	0.04	2009-10	CESTAT
10	Central Excise Act, 1944	Excise Duty	0.04	2009-10	CESTAT
11	Central Excise Act, 1944	Excise Duty	#	2009-10	CESTAT
12	Central Excise Act, 1944	Excise Duty	2.89	2010-11	CESTAT
13	Central Excise Act, 1944	Excise Duty	4.75	2010-11	CESTAT
14	Central Excise Act, 1944	Excise Duty	3.09	2010-11	CESTAT
15	Central Excise Act, 1944	Excise Duty	0.03	2010-11	CESTAT
16	Central Excise Act, 1944	Excise Duty	0.02	2010-11	CESTAT
17	Central Excise Act, 1944	Excise Duty	0.15	2011-12	CESTAT
18	Central Excise Act, 1944	Excise Duty	0.02	2011-12	CESTAT
19	Central Excise Act, 1944	Excise Duty	0.05	2011-12	CESTAT
20	Central Excise Act, 1944	Excise Duty	0.05	2011-12	CESTAT

21	Central Excise Act, 1944	Excise Duty	2.08	2014-15	CESTAT
22	Central Excise Act, 1944	Excise Duty	0.65	2014-15	CESTAT
23	Central Excise Act, 1944	Excise Duty	0.45	2015-16	CESTAT
11	Central Excise Act, 1944	Excise Duty	0.06	2017-18	CESTAT
12	Central Excise Act, 1944	Excise Duty	0.33	2017-18	CESTAT
3	Central Excise Act, 1944	Excise Duty	0.02	2017-18	CESTAT
4	Central Excise Act, 1944	Excise Duty	0.05	2017-18	CESTAT
5	Central Excise Act, 1944	Excise Duty	0.02	2017-18	CESTAT
6	Central Excise Act, 1944	Excise Duty	0.07	2017-18	CESTAT
	Sub-total		28.00
1	Central Excise Act, 1944	Excise Duty	#	2001-02	Commissioner (Appeals)
2	Central Excise Act, 1944	Excise Duty	0.05	2001-02	Commissioner (Appeals)
3	Central Excise Act, 1944	Excise Duty	#	2004-05	Commissioner (Appeals)
4	Central Excise Act, 1944	Excise Duty	0.05	2009-10	Commissioner (Appeals)
5	Central Excise Act, 1944	Excise Duty	0.02	2011-12	Commissioner (Appeals)
6	Central Excise Act, 1944	Excise Duty	0.29	2011-12	Commissioner (Appeals)
7	Central Excise Act, 1944	Excise Duty	0.13	2015-16	Commissioner (Appeals)
8	Central Excise Act, 1944	Excise Duty	0.01	2015-16	Commissioner (Appeals)
9	Central Excise Act, 1944	Excise Duty	0.01	2015-16	Commissioner (Appeals)
10	Central Excise Act, 1944	Excise Duty	0.13	2016-17	Commissioner (Appeals)
	Sub-total		0.69
1	Central Excise Act, 1944	Excise Duty	1.39	2017-18	Additional Commissioner (Appeals)
2	Central Excise Act, 1944	Excise Duty	0.45	2017-18	Additional Commissioner (Appeals)
			1.84
	Total Excise duty demands		41.38
1	Service Tax Law	Service Tax	0.56	2009-10	CESTAT
2	Service Tax Law	Service Tax	0.03	2010-11	CESTAT
	Total Service tax demands		0.59
	Total Excise duty & Service tax demands		41.97

1	U.P. Trade Tax Act, 1948	Trade Tax	0.01	1993-94	High Court
2	U.P. Trade Tax Act, 1948	Trade Tax	0.01	1994-95	High Court
3	U.P. Trade Tax Act, 1948	Trade Tax	0.04	1995-96	High Court
4	U.P. Trade Tax Act, 1948	Trade Tax	0.09	1996-97	High Court
5	U.P. Trade Tax Act, 1948	Trade Tax	0.10	1996-97	High Court
6	U.P. Trade Tax Act, 1948	Trade Tax	0.18	1997-98	High Court
7	U.P. Trade Tax Act, 1948	Trade Tax	0.35	1998-99	High Court
8	U.P. Trade Tax Act, 1948	Trade Tax	0.75	1999-00	High Court
9	U.P. Trade Tax Act, 1948	Trade Tax	0.04	1999-00	High Court
10	U.P. Trade Tax Act, 1948	Trade Tax	0.40	2000-01	High Court
11	U.P. Trade Tax Act, 1948	Trade Tax	0.02	2000-01	High Court
12	U.P. Trade Tax Act, 1948	Trade Tax	0.41	2001-02	High Court
13	U.P. Trade Tax Act, 1948	Trade Tax	0.16	2001-02	High Court
14	U.P. Trade Tax Act, 1948	Trade Tax	0.73	2002-03	High Court
15	U.P. Trade Tax Act, 1948	Trade Tax	0.15	2002-03	High Court
16	U.P. Trade Tax Act, 1948	Trade Tax	0.49	2003-04	High Court
17	U.P. Trade Tax Act, 1948	Trade Tax	0.07	2003-04	High Court
18	U.P. Trade Tax Act, 1948	Trade Tax	0.59	2004-05	High Court
19	U.P. Trade Tax Act, 1948	Trade Tax	0.26	2011-12	High Court
20	U.P. Trade Tax Act, 1948	Trade Tax	0.64	2011-12	High Court
	Sub-total		5.49
1	U.P. Trade Tax Act, 1948	Trade Tax	0.72	1999-00	Commercial Tax Tribunal
2	U.P. Trade Tax Act, 1948	Trade Tax	1.12	1999-00	Commercial Tax Tribunal
3	U.P. Trade Tax Act, 1948	Trade Tax	0.43	2001-02	Commercial Tax Tribunal
4	U.P. Trade Tax Act, 1948	Trade Tax	2.65	2001-02	Commercial Tax Tribunal
5	U.P. Trade Tax Act, 1948	Trade Tax	5.49	2005-06	Commercial Tax Tribunal
6	U.P. Trade Tax Act, 1948	Trade Tax	0.05	2005-06	Commercial Tax Tribunal
7	U.P. Trade Tax Act, 1948	Trade Tax	2.75	2006-07	Commercial Tax Tribunal
8	U.P. Trade Tax Act, 1948	Trade Tax	0.04	2006-07	Commercial Tax Tribunal
5	U.P. Trade Tax Act, 1948	Trade Tax	0.63	2007-08	Commercial Tax Tribunal
6	U.P. Trade Tax Act, 1948	Trade Tax	0.60	2007-08	Commercial Tax Tribunal
7	U.P. Trade Tax Act, 1948	Trade Tax	1.18	2008-09	Commercial Tax Tribunal
8	U.P. Trade Tax Act, 1948	Trade Tax	1.77	2008-09	Commercial Tax Tribunal
9	U.P. Trade Tax Act, 1948	Trade Tax	0.66	2009-10	Commercial Tax Tribunal
10	U.P. Trade Tax Act, 1948	Trade Tax	1.08	2009-10	Commercial Tax Tribunal
	Sub-total		19.17

1	U.P. Trade Tax Act, 1948	Trade Tax	0.01	2009-10	Additional Commissioner (Appeals)
2	U.P. Trade Tax Act, 1948	Trade Tax	0.07	2012-13	Additional Commissioner (Appeals)
3	U.P. Trade Tax Act, 1948	Trade Tax	0.73	2012-13	Additional Commissioner (Appeals)
4	U.P. Trade Tax Act, 1948	Trade Tax	0.10	2013-14	Additional Commissioner (Appeals)
5	U.P. Trade Tax Act, 1948	Trade Tax	1.77	2013-14	Additional Commissioner (Appeals)
6	U.P. Trade Tax Act, 1948	Trade Tax	0.35	2014-15	Additional Commissioner (Appeals)
7	U.P. Trade Tax Act, 1948	Trade Tax	0.65	2014-15	Additional Commissioner (Appeals)
	Sub-total		3.68
	Total Trade tax demands		28.34
1	U.P. Tax on Entry of Goods into Local Area Act, 2007	Entry Tax	0.82	1994-95	High court
2	U.P. Tax on Entry of Goods into Local Area Act, 2007	Entry Tax	1.06	1994-95	High court
3	U.P. Tax on Entry of Goods into Local Area Act, 2007	Entry Tax	1.25	1995-96	High court
4	U.P. Tax on Entry of Goods into Local Area Act, 2007	Entry Tax	0.37	1995-96	High court
5	U.P. Tax on Entry of Goods into Local Area Act, 2007	Entry Tax	0.88	2001-02	High court
			4.38
1	U.P. Tax on Entry of Goods into Local Area Act, 2007	Entry Tax	0.02	2000-01	Commercial Tax Tribunal
2	U.P. Tax on Entry of Goods into Local Area Act, 2007	Entry Tax	0.51	2005-06	Commercial Tax Tribunal
3	U.P. Tax on Entry of Goods into Local Area Act, 2007	Entry Tax	0.43	2006-07	Commercial Tax Tribunal
4	U.P. Tax on Entry of Goods into Local Area Act, 2007	Entry Tax	0.02	2007-08	Commercial Tax Tribunal
5	U.P. Tax on Entry of Goods into Local Area Act, 2007	Entry Tax	0.21	2008-09	Commercial Tax Tribunal
6	U.P. Tax on Entry of Goods into Local Area Act, 2007	Entry Tax	0.89	2009-10	Commercial Tax Tribunal
	Sub-total		2.08
1	U.P. Tax on Entry of Goods into Local Area Act, 2007	Entry Tax	0.02	2010-11	Additional Commissioner (Appeals)

2	U.P. Tax on Entry of Goods into Local Area Act, 2007	Entry Tax	2.85	2012-13	Additional Commissioner (Appeals)
3	U.P. Tax on Entry of Goods into Local Area Act, 2007	Entry Tax	0.43	2013-14	Additional Commissioner (Appeals)
4	U.P. Tax on Entry of Goods into Local Area Act, 2007	Entry Tax	0.05	2014-15	Additional Commissioner (Appeals)
	Sub-total		3.35
	Total Entry Tax demands		9.81
	Total Trade Tax and Entry Tax demands		38.15

Report on the Internal Financial Control under clause (i) of subsection 3 of section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial control over financial reporting of Dhampur Sugar Mills Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of the standalone financial statements of the company for the year ended on that date.

Management’s Responsibility for internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal controls over financial reporting criteria established by the Company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (“ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s polices, 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 (“the Act”).

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial control over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Control 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 ICAI. 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 control system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

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

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 controls over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

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

For Atul Garg & Associates For T R Chadha & Co LLP

Chartered Accountants Chartered Accountants

Firm Registration No.001544C Firm Registration No.006711N/N500028

Atul Garg Neena Goel

Partner Partner

Membership No. 070757 Membership No. 057986

Place: New Delhi Place: New Delhi

Date: May 09, 2018 Date: May 09, 2018

---

Mar 31, 2017

To

The Members of

Dhampur Sugar Mills Ltd.

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Dhampur Sugar Mills Limited (“the Company"), which comprise the Balance Sheet as at 31st March, 2017, the Statement of Profit and Loss, the Cash Flow Statement, and a summary of the significant accounting policies and other explanatory information for the year then ended, in which are incorporated the financial statements for the year ended on that date of two units audited by the branch auditors of the Company.

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

Auditors'' Responsibility

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according 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 fair view in conformity with 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.

Other Matter

We did not audit the financial statements of two units which are included in the standalone financial statements of the Company whose financial statements reflect total assets of Rs. 935.86 Crores as at 31st March, 2017 and total revenues of Rs. 601.62 Crores for the year ended on that date, as considered in the standalone financial statements. The financial statements of two units have been audited by the branch auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of these units, is based solely on the report of such branch auditors.

Our opinion 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, 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 Section143(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 reports on the accounts of the two units of the Company audited under Section 143 (8) of the Act by branch auditors have been sent to us and have been properly dealt with by us in preparing this report.

(d) 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.

(e) 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.

(f) 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 is disqualified as on 31st March, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.

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

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

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

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

iii. As explained, there has been no amount required to be transferred to the Investor Education and Protection Fund by the Company.

(h) the Company has provided requisite disclosures in Note 29 to these (standalone) financial statements, as to holdings of Specified Bank Notes on November 8, 2016 and December 30, 2016 as well as dealings in Specified Bank Notes during the period from November 8, 2016 to December 30, 2016. Based on the audit procedures performed 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 produced to us by the Management.

Annexure - ''A'' to the Independent Auditors'' Report

The Annexure - ''A'' referred to in our Independent Auditors'' Report of even date to the members of the Company on the standalone financial statements for the year ended 31st March, 2017:

(i) In respect of its fixed assets:

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

(b) The Company has a phased program of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. The management has verified major fixed assets during the year and as explained there is no material discrepancy on such verification.

(c) The title deeds of the immovable properties, as disclosed in the financial statements, are held in the name of the company.

(ii) The inventories except goods in transit have been physically verified by the management at reasonable interval during the year. In our opinion and according to the information and explanations given to us, the frequency of such verification is reasonable. As explained to us, no material discrepancies were noticed on physical verification of inventories as compared to book records.

(iii) According to the information and explanations given to us and based on our examinations of the records, in our opinion, the Company has not granted any loan secured or unsecured to the companies, firms, limited liability partnership and other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly paragraph 3(iii) of the order is not applicable to the company.

(iv) According to the information and explanations given to us and based on our examinations of the records, in our opinion, the company has not granted any loans, or provided any security or guarantee to the parties covered under Section 185 of the Companies Act, 2013. The Company has complied with the provisions of section 186 of the Companies Act, 2013 in respect of investment made or loans or guarantee or security provided to the parties covered under section 186 of the Companies Act, 2013.

(v) According to the information and explanations given to us, in our opinion, the Company has complied with the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Act and rules framed there under. As informed to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal in this connection.

(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost records and Audit) Rules, 2014 under section 148 of the Companies Act and are of the opinion that, prima facie, the prescribed cost record have been made and maintained. We have however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given

to us and based on our examinations of the records, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues, as applicable, with the appropriate authorities except for demand raised by Income Tax Authorities at the time of processing of TDS return. There are no undisputed statutory dues as referred to above as at 31st March, 2017 outstanding for a period of more than six months from the date they become payable except for demand raised by Income Tax Authorities at the time of processing of TDS return aggregating to Rs. 0.06 Crores. We have been informed by the Company that they are in process of getting these returns rectified and are hopeful that these demands will be substantially reduced after rectification.

(b) According to the information and explanations given to us, the particulars of Income tax, Service-tax, Sales-tax, Custom Duty, Excise Duty, Entry tax, Value Added Tax, which have not been deposited on account of any dispute, are as referred to Annexure -''A1.

(viii)According to the information and explanations given to us, in our opinion, the Company has not defaulted in repayment of loans and borrowings to any financial institution, bank and government during the period. The Company has not borrowed any money by way of issue of debentures.

(ix) According to the information and explanations given to us and based on our examinations of the records, in our opinion, the money raised by the Company by way of term loans and further public offer through qualified institutional placement have been applied for the purposes for which they were obtained.

(x) To the best of our knowledge and belief and according to the information and explanations given to us, no material fraud on or by the Company was noticed or reported during the course of our audit.

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

(xii) According to the information and explanations given to us and based on our examinations of the records, in our opinion, the Company is not a Nidhi Company. Accordingly, the paragraph 3(xii) of the Order is not applicable to the Company.

(xiii) According to the information and explanations given to us and based on our examinations of the records, in our opinion, the transactions with related parties are in compliance with the provisions of sections 177 and 188 of the Act where applicable. The details of such related party transactions have been disclosed in the financial statements as required under Accounting Standard (AS) 18, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(xiv)According to the information and explanations given to us and based on our examinations of the records, in our opinion, the Company has complied with the requirements of Section 42 of the Companies Act in respect of preferential allotment of equity shares made during the year to qualified institutional investors and money raised on such allotment has been used for the purpose for which the funds were raised.

xv) According to the information and explanations given to us and based on our examinations of the records, in our opinion, the Company has not entered into any non-cash transactions as specified u/s 192 of the Act, with its directors or persons connected to him. Accordingly, the paragraph 3(xv) of the Order is not applicable to the Company.

(xvi) In our opinion, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

Annexure - ''A1'' to the Independent Auditors'' Report

(The Annexure - ''A1'' referred to in our Independent Auditors'' Report to the members of the Company on the standalone financial statements for the year ended 31st March, 2017)

( Rs. in crores)

S. No.	Name of the Statute	Nature of Dues	Amount in Rs.	Period to which the amount relates	Forum where the dispute is pending
1	Central Excise Act, 1944	Excise Duty	1.08	2010-11	Supreme Court
2	Central Excise Act, 1944	Excise Duty	0.02	2015-16	Supreme Court
3	Central Excise Act, 1944	Excise Duty	0.01	2016-17	Supreme Court
4	Central Excise Act, 1944	Excise Duty	0.01	2016-17	Supreme Court
	Sub-total		1.12
1	Central Excise Act, 1944	Excise Duty	0.04	2008-09	High Court
2	Central Excise Act, 1944	Excise Duty	10.73	2011-12	High Court
3	Central Excise Act, 1944	Excise Duty	0.06	2012-13	High Court
4	Central Excise Act, 1944	Excise Duty	0.01	2012-13	High Court
	Sub-total		10.84
1	Central Excise Act, 1944	Excise Duty	0.04	1995-96	CESTAT
2	Central Excise Act, 1944	Excise Duty	0.01	1996-97	CESTAT
3	Central Excise Act, 1944	Excise Duty	0.00	2001-02	CESTAT
4	Central Excise Act, 1944	Excise Duty	0.07	2005-06	CESTAT
5	Central Excise Act, 1944	Excise Duty	0.26	2005-06	CESTAT
6	Central Excise Act, 1944	Excise Duty	1.63	2007-08	CESTAT
7	Central Excise Act, 1944	Excise Duty	0.23	2007-08	CESTAT
8	Central Excise Act, 1944	Excise Duty	0.17	2007-08	CESTAT
9	Central Excise Act, 1944	Excise Duty	0.07	2008-09	CESTAT
10	Central Excise Act, 1944	Excise Duty	0.71	2008-09	CESTAT
11	Central Excise Act, 1944	Excise Duty	2.49	2008-09	CESTAT
12	Central Excise Act, 1944	Excise Duty	0.03	2008-09	CESTAT
13	Central Excise Act, 1944	Excise Duty	0.01	2008-09	CESTAT
14	Central Excise Act, 1944	Excise Duty	0.53	2009-10	CESTAT
15	Central Excise Act, 1944	Excise Duty	0.56	2009-10	CESTAT
16	Central Excise Act, 1944	Excise Duty	0.04	2009-10	CESTAT
17	Central Excise Act, 1944	Excise Duty	0.04	2009-10	CESTAT
18	Central Excise Act, 1944	Excise Duty	8.07	2009-10	CESTAT
19	Central Excise Act, 1944	Excise Duty	0.20	2010-11	CESTAT
20	Central Excise Act, 1944	Excise Duty	2.89	2010-11	CESTAT
21	Central Excise Act, 1944	Excise Duty	4.75	2010-11	CESTAT
22	Central Excise Act, 1944	Excise Duty	3.09	2010-11	CESTAT
23	Central Excise Act, 1944	Excise Duty	0.23	2010-11	CESTAT
24	Central Excise Act, 1944	Excise Duty	0.31	2010-11	CESTAT
25	Central Excise Act, 1944	Excise Duty	0.18	2010-11	CESTAT
26	Central Excise Act, 1944	Excise Duty	0.40	2010-11	CESTAT
27	Central Excise Act, 1944	Excise Duty	0.28	2010-11	CESTAT

28	Central Excise Act, 1944	Excise Duty	0.17	2010-11	CESTAT
29	Central Excise Act, 1944	Excise Duty	0.25	2010-11	CESTAT
30	Central Excise Act, 1944	Excise Duty	0.19	2010-11	CESTAT
31	Central Excise Act, 1944	Excise Duty	0.14	2010-11	CESTAT
32	Central Excise Act, 1944	Excise Duty	0.03	2010-11	CESTAT
33	Central Excise Act, 1944	Excise Duty	0.15	2011-12	CESTAT
34	Central Excise Act, 1944	Excise Duty	0.02	2011-12	CESTAT
35	Central Excise Act, 1944	Excise Duty	0.15	2011-12	CESTAT
36	Central Excise Act, 1944	Excise Duty	0.01	2011-12	CESTAT
37	Central Excise Act, 1944	Excise Duty	0.02	2011-12	CESTAT
38	Central Excise Act, 1944	Excise Duty	0.00	2011-12	CESTAT
39	Central Excise Act, 1944	Excise Duty	0.18	2011-12	CESTAT
40	Central Excise Act, 1944	Excise Duty	0.04	2011-12	CESTAT
41	Central Excise Act, 1944	Excise Duty	0.07	2012-12	CESTAT
42	Central Excise Act, 1944	Excise Duty	2.08	2014-15	CESTAT
43	Central Excise Act, 1944	Excise Duty	0.14	2016-17	CESTAT
	Sub-total		30.93
	Total Excise duty demands		42.89
1	U.P. Tax on Entry of Goods into Local Area Act, 2007	Entry Tax	0.27	2004-2005	Commercial Tax Tribunal
2	U.P. Tax on Entry of Goods into Local Area Act, 2007	Entry Tax	0.02	2007-2008	Commercial Tax Tribunal
3	U.P. Tax on Entry of Goods into Local Area Act, 2007	Entry Tax	0.89	2009-2010	Commercial Tax Tribunal
	Sub-total		1.18
1	U.P. Tax on Entry of Goods into Local Area Act, 2007	Entry Tax	1.32	2005-2006	Additional Commissioner (Appeals)
2	U.P. Tax on Entry of Goods into Local Area Act, 2007	Entry Tax	1.10	2006-2007	Additional Commissioner (Appeals)
3	U.P. Tax on Entry of Goods into Local Area Act, 2007	Entry Tax	0.47	2008-2009	Additional Commissioner (Appeals)
4	U.P. Tax on Entry of Goods into Local Area Act, 2007	Entry Tax	0.65	2010-2011	Additional Commissioner (Appeals)
5	U.P. Tax on Entry of Goods into Local Area Act, 2007	Entry Tax	1.94	2011-2012	Additional Commissioner (Appeals)
6	U.P. Tax on Entry of Goods into Local Area Act, 2007	Entry Tax	2.84	2012-2013	Additional Commissioner (Appeals)

7	U.P. Tax on Entry of Goods into Local Area Act, 2007	Entry Tax	0.43	2013-2014	Additional Commissioner (Appeals)
	Sub-total		8.75
1	U.P. Trade Tax Act, 1948	Trade Tax	0.19	1993-94	High Court
2	U.P. Trade Tax Act, 1948	Trade Tax	0.01	1994-95	High Court
3	U.P. Trade Tax Act, 1948	Trade Tax	0.04	1995-96	High Court
4	U.P. Trade Tax Act, 1948	Trade Tax	0.09	1996-97	High Court
5	U.P. Trade Tax Act, 1948	Trade Tax	0.10	1996-97	High Court
6	U.P. Trade Tax Act, 1948	Trade Tax	0.18	1997-98	High Court
7	U.P. Trade Tax Act, 1948	Trade Tax	0.35	1998-99	High Court
8	U.P. Trade Tax Act, 1948	Trade Tax	0.75	1999-00	High Court
9	U.P. Trade Tax Act, 1948	Trade Tax	0.04	1999-00	High Court
10	U.P. Trade Tax Act, 1948	Trade Tax	0.40	2000-01	High Court
11	U.P. Trade Tax Act, 1948	Trade Tax	0.02	2000-01	High Court
12	U.P. Trade Tax Act, 1948	Trade Tax	0.41	2001-02	High Court
13	U.P. Trade Tax Act, 1948	Trade Tax	0.16	2001-02	High Court
14	U.P. Trade Tax Act, 1948	Trade Tax	0.73	2002-03	High Court
15	U.P. Trade Tax Act, 1948	Trade Tax	0.15	2002-03	High Court
16	U.P. Trade Tax Act, 1948	Trade Tax	0.49	2003-04	High Court
17	U.P. Trade Tax Act, 1948	Trade Tax	0.07	2003-04	High Court
18	U.P. Trade Tax Act, 1948	Trade Tax	0.59	2004-05	High Court
19	U.P. Trade Tax Act, 1948	Trade Tax	0.26	2011-12	High Court
20	U.P. Trade Tax Act, 1948	Trade Tax	0.64	2011-12	High Court
	Sub-total		5.67
1	U.P. Trade Tax Act, 1948	Trade Tax	0.94		Commercial Tax Tribunal
2	U.P. Trade Tax Act, 1948	Trade Tax	1.34		Commercial Tax Tribunal
3	U.P. Trade Tax Act, 1948	Trade Tax	0.72		Commercial Tax Tribunal
4	U.P. Trade Tax Act, 1948	Trade Tax	1.12		Commercial Tax Tribunal
5	U.P. Trade Tax Act, 1948	Trade Tax	0.43		Commercial Tax Tribunal
6	U.P. Trade Tax Act, 1948	Trade Tax	2.65		Commercial Tax Tribunal
7	U.P. Trade Tax Act, 1948	Trade Tax	2.29		Commercial Tax Tribunal
8	U.P. Trade Tax Act, 1948	Trade Tax	0.03		Commercial Tax Tribunal
5	U.P. Trade Tax Act, 1948	Trade Tax	0.63		Commercial Tax Tribunal
6	U.P. Trade Tax Act, 1948	Trade Tax	0.60		Commercial Tax Tribunal
9	U.P. Trade Tax Act, 1948	Trade Tax	0.66		Commercial Tax Tribunal
10	U.P. Trade Tax Act, 1948	Trade Tax	1.08		Commercial Tax Tribunal
	Sub-total		12.49

1	U.P. Trade Tax Act, 1948	Trade Tax	5.51		Additional Commissioner (Appeals)
2	U.P. Trade Tax Act, 1948	Trade Tax	0.05		Additional Commissioner (Appeals)
3	U.P. Trade Tax Act, 1948	Trade Tax	2.75		Additional Commissioner (Appeals)
4	U.P. Trade Tax Act, 1948	Trade Tax	0.04		Additional Commissioner (Appeals)
5	U.P. Trade Tax Act, 1948	Trade Tax	1.26		Additional Commissioner (Appeals)
6	U.P. Trade Tax Act, 1948	Trade Tax	1.77		Additional Commissioner (Appeals)
7	U.P. Trade Tax Act, 1948	Trade Tax	0.84		Additional Commissioner (Appeals)
8	U.P. Trade Tax Act, 1948	Trade Tax	1.42		Additional Commissioner (Appeals)
9	U.P. Trade Tax Act, 1948	Trade Tax	0.14		Additional Commissioner (Appeals)
10	U.P. Trade Tax Act, 1948	Trade Tax	0.28		Additional Commissioner (Appeals)
11	U.P. Trade Tax Act, 1948	Trade Tax	0.07		Additional Commissioner (Appeals)
12	U.P. Trade Tax Act, 1948	Trade Tax	0.73		Additional Commissioner (Appeals)
13	U.P. Trade Tax Act, 1948	Trade Tax	0.10		Additional Commissioner (Appeals)
14	U.P. Trade Tax Act, 1948	Trade Tax	1.77		Additional Commissioner (Appeals)
			16.73
	Total Trade Tax and Entry Tax demands		44.82

Annexure - ''B'' to the Independent Auditor''s Report

(The Annexure - ''B'' referred to in our Independent Auditors'' Report to the members of the Company on the standalone financial statements for the year ended 31st March, 2017)

Report on the Internal Financial Control under clause (i) of sub-section 3 of section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial control over financial reporting of Dhampur Sugar Mills Limited (“the Company") as of 31 March, 2017 in conjunction with our audit of the standalone financial statements of the company for the year ended on that date.

Management''s Responsibility for internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal controls over financial reporting criteria established by the Company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (“ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s polices, 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 (“the Act").

Auditor''s Responsibility

Our responsibility is to express an opinion on the Company''s internal financial control over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Control 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 ICAI. 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 control system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

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

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 controls over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial control system over financial reporting and such internal financial control over financial reporting were operating effectively as at 31 March 2017, based on the internal controls over financial reporting criteria established by the Company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by ICAI.

For MITTAL GUPTA & CO.,

Chartered Accountants

FRN01874C

(B. L. GUPTA)

Partner

Membership No. 073794

Place: New Delhi

Date: 25th May, 2017

---

Mar 31, 2016

To

The Members of Dhampur Sugar Mills Ltd.

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Dhampur Sugar Mills Limited (“the Company"), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement, and a summary of the significant accounting policies and other explanatory information for the year then ended, in which are incorporated the financial statements for the year ended on that date of two units audited by the branch auditors of the Company.

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

Auditors'' Responsibility

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according 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 fair view in conformity with 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.

Other Matter

We did not audit the financial statements of two units which are included in the standalone financial statements of the Company whose financial statements reflect total assets of Rs, 846.98 Crores as at 31st March, 2016 and total revenues of Rs, 434.08 Crores for the year ended on that date, as considered in the standalone financial statements. The financial statements of two units have been audited by the branch auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of these units, is based solely on the report of such branch auditors.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Audit’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 Section143(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 reports on the accounts of the two units of the Company audited under Section 143 (8) of the Act by branch auditors have been sent to us and have been properly dealt with by us in preparing this report.

(d) 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.

(e) 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.

(f) 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 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''

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

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

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

iii. As explained, there has been no amount required to be transferred to the Investor Education and Protection Fund by the Company.

The Annexure - ''A'' referred to in our Independent Auditors'' Report of even date to the members of the Company on the standalone financial statements for the year ended 31st March, 2016:

(i) In respect of its fixed assets:

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

(b) The Company has a phased program of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. The management has verified major fixed assets during the year and as explained there is no material discrepancy on such verification.

(c) The title deeds of the immovable properties, as disclosed in the financial statements, are held in the name of the company.

(ii) The inventories except goods in transit have been physically verified by the management at reasonable interval during the year. In our opinion and according to the information and explanations given to us, the frequency of such verification is reasonable. As explained to us, no material discrepancies were noticed on physical verification of inventories as compared to book records.

(iii) According to the information and explanations given to us and based on our examinations of the records, in our opinion, the Company has not granted any loan secured or unsecured to the companies, firms, limited liability partnership and other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly paragraph 3(iii) of the order is not applicable to the company.

(iv) According to the information and explanations given to us and based on our examinations of the records, in our opinion, the company has not granted any loans, or provided any security or guarantee to the parties covered under Section 185 of the Companies Act, 2013. The Company has complied with the provisions of section 186 of the Companies Act, 2013 in respect of investment made or loans or guarantee or security provided to the parties covered under section 186 of the Companies Act, 2013.

(v) According to the information and explanations given to us, in our opinion, the Company has complied with the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Act and rules framed there under. As informed to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal in this connection.

(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost records and Audit) Rules, 2014 under section 148 of the Companies Act and are of the opinion that, prima facie, the prescribed cost record have been made and maintained. We have however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given

to us and based on our examinations of the records, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues, as applicable, with the appropriate authorities except for demand raised by Income Tax Authorities at the time of processing of TDS return. There are no undisputed statutory dues as referred to above as at 31st March, 2016 outstanding for a period of more than six months from the date they become payable except for demand raised by Income Tax Authorities at the time of processing of TDS return aggregating to Rs, 0.25 Crores. We have been informed by the Company that they are in process of getting these returns rectified and are hopeful that these demands will be substantially reduced after rectification.

(b) According to the information and explanations given to us, the particulars of Income tax, Service-tax, Sales-tax, Custom Duty, Excise Duty, Entry tax, Value Added Tax, which have not been deposited on account of any dispute, are as referred to Annexure -''A1''

(viii)According to the information and explanations given to us, in our opinion, the Company has not defaulted in repayment of loans and borrowings to any financial institution, bank and government during the period. The Company has not borrowed any money by way of issue of debentures.

(ix) According to the information and explanations given to us and based on our examinations of the records, in our opinion, the money raised by the Company by way of term loans during the year have been applied for the purposes for which they were obtained. The Company has not raised any money by way of Initial Public Offer or further public offer (including debt instruments) during the year.

(x) To the best of our knowledge and belief and according to the information and explanations given to us, no material fraud on or by the Company was noticed or reported during the course of our audit.

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

(xii) According to the information and explanations given to us and based on our examinations of the records, in our opinion, the Company is not a Nidhi Company. Accordingly the paragraph 3(xii) of the Order is not applicable to the Company.

(xiii) According to the information and explanations given to us and based on our examinations of the records, in our opinion, the transactions with related parties are in compliance with the provisions of sections 177 and 188 of the Act where applicable. The details of such related party transactions have been disclosed in the financial statements as required under Accounting Standard (AS) 18, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(xiv)According to the information and explanations given to us and based on our examinations of the records, in our opinion, during the year, the Company has allotted equity shares on conversion of equity share warrants, which were issued on preferential basis in earlier years. The company has complied with the requirements of section 42 of the Companies Act in respect of such allotment and money raised on such allotment has been used for the purpose for which the funds were raised. The Company has not made any other preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to us and based on our examinations of the records, in our opinion, the Company has not entered into any non-cash transactions as specified u/s 192 of the Act, with its directors or persons connected to him. Accordingly, the paragraph 3(xv) of the Order is not applicable to the Company.

(xvi) In our opinion, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

(The Annexure - ''B'' referred to in our Independent Auditors'' Report to the members of the Company on the standalone financial statements for the year ended 31st March, 2016)

Report on the Internal Financial Control under clause (i) of sub-section 3 of section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial control over financial reporting of Dhampur Sugar Mills Limited (“the Company") as of 31 March, 2016 in conjunction with our audit of the standalone financial statements of the company for the year ended on that date.

Management''s Responsibility for internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal controls over financial reporting criteria established by the Company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (“ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s polices, 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 (“the Act").

Auditor''s Responsibility

Our responsibility is to express an opinion on the Company''s internal financial control over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Control 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 ICAI. 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 control system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

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

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 controls over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

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

For Mittal Gupta & Co., Chartered Accountants FRN01874C

(B. L. Gupta )

Partner

Membership No. 073794

Place : New Delhi

Dated : 10th May, 2016

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Mar 31, 2015

We have audited the accompanying standalone financial statements of Dhampur Sugar Mills Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement, and a summary of the significant accounting policies and other explanatory information for the year then ended,in which are incorporated the Reports for the year ended on that date audited by the branch auditors of the Company''s Meerganj Unit.

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

Auditors''Responsibility

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

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

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. ThoseStandards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, includingthe assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that

are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made bytheCompany''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 ourqualifiedaudit opinionon the standalone financial statements.

Opinion

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

Emphasis of Matters

We draw attention to the Note No. -"26 (b)" of the annexed financial statements which explains the reasons for recognition of subsidy announced by the Government of Uttar Pradesh.

Our opinion is not modified in respect of this matter.

Other Matter

We did not audit the financial statements of Meerganj Unit included in the standalone financial statements of the Company whose financial statements reflect total assets of Rs. 274.19 Crores as at 31st March, 2015 and total revenues of Rs. 114.84 Crores for the year ended on that date, as considered in the standalone financial statements. The financial statements of Meerganj Unit have been audited by the branch auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of these branches, is based solely on the report of such branch auditors.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

As required by Section143(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 reports on the accounts of the Meerganj Unit of the Company audited under Section 143 (8) of the Act by branch auditors have been sent to us and have been properly dealt with by us in preparing this report.

(d) 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.

(e) 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.

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements. (Refer Note No. -"38")

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.

Annexure to the Independent Auditors'' Report

The Annexure referred to in our Independent Auditors'' Report to the members of the Company on the standalone financial statements for the year ended 31st March, 2015, we report that:

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

(b) The Company has a phased programme of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. The management has verified major fixed assets during the year and as explained there is no any material discrepancy on such verification.

ii) (a) The inventories have been physically verified during

the period by the management. In our opinion, the frequency of verification of inventory is reasonable.

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

(c) The Company has maintained proper records of inventories. As explained to us, no material discrepancies were noticed on physical verification of inventories as compared to book records.

iii) (a) The Company had granted unsecured loans to Six companies covered in the register maintained under section 189 of the Companies Act,2013 ("the Act").

(b) In the case of the loans granted to companies listed in the register maintained under section 189 of the Act, the borrowers are regular in the payment of the interest, as stipulated. The terms of arrangements do not stipulate any repayment schedule and the loans are repayable on demand. Accordingly, paragraph 3(iii)(b) of the Order is not applicable to the Company in respect of repayment of the principal amount.

(c) There are no overdue amount of more than rupees one lakh in respect of the loans granted to company listed in the register maintained under section 189 of the Act.

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 nature of its business with regard to purchase of inventory and sale of goods and services. We have not observed any major weakness in the internal control system during the course of the audit.

v) In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Act and rules framed there under. As informed to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal in this connection.

vi) The company has made and maintained cost records pursuant to section 148 (1) of the Companies Act, 2013.

vii) (a) As explained to us, the statutory dues payable by the Company comprises mainly of Provident Fund, Investor Education Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax (VAT), Wealth-tax, Service-tax, Custom Duty, Excise Duty, Cess, Entry tax, Purchase tax and other material statutory dues applicable to it. According to the records of the Company and information and explanations given to us, the Company has been generally regularly depositing the aforesaid undisputed statutory dues with the appropriate authorities. There are no undisputed statutory dues as referred to above as at 31st March,2015 outstanding for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us, the particulars of Income tax, Service-tax, Sales- tax (VAT), Custom Duty, Excise Duty, Entry tax, Stamp duty and other statutory material dues, which have not been deposited on account of any dispute, are as referred to in the details of Contingent Liabilities in Note No."38"

(c) According to the information and explanations given to us the amounts which are required to be transferred to the 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 accumulated losses of the company at the end of the financial year are less than 50% of its net worth.The Company has not incurred cash losses during the financial year but has incurred cash losses in the immediately preceding financial year.

ix) In our opinion and according to the information and explanations given to us, there is no default in repayment of dues to any Financial Institution and Bank during the period under report, as per the terms of the respective loans.

x) In our opinion, the terms and conditions of guarantees given the company for loans taken by others from banks are not prima facie prejudicial to the interest of the Company.

xi) The term loans obtained by the Company have been applied for the purposes for which they were obtained.

xii) To the best of our knowledge and belief and according to the information and explanations given to us, no material fraud on or by the Company was noticed or reported during the course of our audit.

For S. Vaish & Co., For Mittal Gupta & Co., Chartered Accountants Chartered Accountants FRN00001C FRN01874C

(S.P. Agrawal) (B. L. Gupta ) Partner Partner Membership No. 07269 Membership No. 073794

Place : Kanpur Dated : 27th May, 2015

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Mar 31, 2014

We have audited the accompanying financial statements of Dhampur Sugar Mills Limited (''the Company'') which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information. Management''s Responsibility for the Financial Statements Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in section 211(3C) of the Companies Act, 1956 ("the Act") [which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs]. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

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:

(i) in the case of the Balance Sheet, of the State of Affairs of the unit as at 31st March 2014;

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

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements

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

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

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

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

c. The Balance Sheet, 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 Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards referred to in section 211(3C) of the Act;

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

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

Other Matter

We did not audit the financial statements of Meerganj Unit whose financial statements reflect total assets of Rs. 232.20 Crores as at 31st March, 2014 and total revenue of Rs. 197.97 Crores during the financial year. The financial statements of Meerganj unit are audited by the other auditors. In conduct of our audit, we have taken note of accounts audited by other auditors.

Annexure to the Independent Auditors'' Report

The Annexure referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date to the members of Dhampur Sugar Mills Limited (the Company) for the year ended 31st March, 2014:

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

(b) The fixed assets have been physically verified by the management at the end of the period. In our opinion the frequency of verification is reasonable considering the size of the Company and nature of its business.

(c) The Company has not disposed off a substantial part of its fixed assets during the period and the going concern status of the Company is not affected.

ii) (a) The inventories have been physically verified during the period by the management. In our opinion, the frequency of verification of inventory is reasonable.

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

(c) The Company has maintained proper records of inventories. As explained to us, no material discrepancies were noticed on physical verification of inventories as compared to book records.

iii) (a) The Company had granted interest free unsecured loans/advances to one company covered in the register maintained under section 301 of the Companies Act, 1956.

- The maximum amount involved during the period is Rs. 0.11 Crores.

- The year end balance due is Rs. 0.11 Crores.

(b) In our opinion, the other terms and conditions on which interest free unsecured loans/advances have been granted to a company listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(c) The payments of principal amount are regular, wherever stipulated.

(d) There is no overdue amount of loans/advances, more than rupee one lac, granted to company listed in the register maintained under section 301 of the Companies Act, 1956.

(e) The Company had taken interest free unsecured loans/advances from seven companies covered in the register maintained under section 301 of the Companies Act, 1956.

- The maximum amount involved during the period is Rs. 2.26 Crores.

- The year end balance due is Rs. 0.12 Crores.

(f) In our opinion, the other terms and conditions on which interest free loans/advances have been taken from companies listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(g) The payments of principal amount are regular, wherever stipulated.

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 with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contract or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered into the register maintained under section 301 of the Companies Act, 1956.

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

vi) In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by the Reserve Bank of India and the provisions of Section 58A and section 58AA of the Companies Act, 1956 or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from public. As informed to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal.

vii) 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 Companies (Cost Accounting Records) Rules 2011 prescribed by Central Government under section 209 (1) (d) of Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained.

We have, however, not made a detailed examination of cost records with a view to determine whether they are accurate or complete.

ix) (a) As explained to us, the statutory dues payable by the Company comprises mainly of Provident Fund, Investor Education Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax (VAT), Wealth-tax, Service-tax, Custom Duty, Excise Duty, Cess, Entry tax, Purchase tax and other material statutory dues applicable to it. According to the records of the Company and information and explanations given to us, the Company has been generally regularly depositing the aforesaid undisputed statutory dues with the appropriate authorities. There are no undisputed statutory dues as referred to above as at 31st March,2014 outstanding for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us, there were no dues on account of Income Tax and Wealth Tax which were not deposited on account any dispute. However, the particulars of Service-tax, Sales-tax (VAT), Custom Duty, Excise Duty, Entry tax, Stamp duty and other statutory material dues, which have not been deposited on account of any dispute, are as referred to in the details of Contingent Liabilities in Note No.

"36"

x) The accumulated losses of the company at the end of the financial year are less than 50% of its net worth. The Company has incurred cash losses during the financial year covered by the audit but not incurred any cash loss in the immediately preceding financial year.

xi) In our opinion and according to the information and explanations given to us, there is no default in repayment of dues to any Financial Institution and Bank during the period under report, as per the terms of the respective loans.

xii) In our opinion and according to the information and explanations given 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; as such the provisions of paragraph 4(xiii) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the Company.

xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments, accordingly the provisions of paragraph 4 (xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

xv) In our opinion, the Company has not given any guarantees for loans taken by others from banks or financial institutions; as such the provisions of paragraph 4(xv) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the Company.

xvi) The term loans obtained by the Company have been applied for the purposes for which they were obtained.

xvii)According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that as at 31st March, 2014, short-term funds of Rs. 301.63 Crores have been used for long term uses.

xviii)In our opinion, the price at which preferential allotment of 30,00,000 Equity share warrants has been made to the parties covered in the register maintained under section 301 of the Companies Act, 1956 is not prejudicial to the interest of the company.

xix) The Company has not issued any debentures during the period.

xx) The Company has not raised any money during the period by public issue.

xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no material fraud on or by the Company was noticed or reported during the course of our audit.

For S. Vaish & Co., For Mittal Gupta & Co.,

Chartered Accountants Chartered Accountants FRN 00001C FRN 01874C

(S.P. Agrawal) (B. L. Gupta )

Partner Partner

Membership No. 07269 Membership No. 073794

Place : Kanpur

Dated : 21st May, 2014

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying revised financial statements of Dhampur Sugar Mills Limited (‘the Company'') which comprise the Balance Sheet as at 31st March, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information. The original financial statements of the Company for the year ended March 31, 2013 were audited by us and our audit report dated May 21, 2013 expressed an unqualified opinion in the same. The original financial statements were prepared without giving effect to the Scheme of Amalgamation of J.K. Sugar Limited with the company, since the order of the Hon''ble High Court of Judicature at Calcutta was not received till that date. In order to give effect to the Scheme of the aforesaid amalgamation, which has become effective on July 16, 2013 from the appointed date i.e. April 01,2012 as approved by the Hon''ble High Court of Judicature at Allahabad vide order dated 18.03.2013 and Hon''ble High Court of Judicature at Calcutta vide order dated 17.05.2013 as explained and referred to in Note No. 1.A, these financial accounts have now been revised by the Company.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

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:

(i) in the case of the Balance Sheet, of the State of Affairs of the unit as at 31st March 2013;

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

c. The Balance Sheet, 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 Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards referred to in section 211(3C) of the Act;

e. On the basis of the written representations received from the directors as on March, 31, 2013, 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 Section 274(1)(g) of the Act.

Annexure to the Independent Auditors'' Report

The Annexure referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date to the members of Dhampur Sugar Mills Limited (the Company) for the year ended 31st March, 2013 :

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

(b) The fixed assets have been physically verified by the management at the end of the period. In our opinion the frequency of verification is reasonable considering the size of the Company and nature of its business.

(c) The Company has not disposed off a substantial part of its fixed assets during the period and the going concern status of the Company is not affected.

ii) (a) The inventories, except stores, have been physically verified during the period by the management. In our opinion, the frequency of verification of inventory, except stores, is reasonable.

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

(c) The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to book records.

iii) (a) The Company had granted interest free unsecured loans/advances to two companies covered in the register maintained under section 301 of the Companies Act, 1956.

- The maximum amount involved during the period is Rs. 25.33 crore.

- The year end balance due is Rs. 0.11 crore.

(b) In our opinion, the other terms and conditions on which interest free unsecured loans/advances have been granted to a company listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(c) The payments of principal amount are regular, wherever stipulated.

(d) There is no overdue amount of loans/advances, more than rupee one lac, granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(e) The Company had taken interest free unsecured loans/advances from five companies covered in the register maintained under section 301 of the Companies Act, 1956.

- The maximum amount involved during the period is Rs. 17.81 crore.

- The year end balance due is Rs. 0.78 crore.

(f) In our opinion, the other terms and conditions on which loans/advances have been taken from companies listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(g) The payments of principal amount are regular, wherever stipulated.

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 with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contract or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered into the register maintained under section 301 of the Companies Act, 1956.

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

vi) In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by the Reserve Bank of India and the provisions of Section 58A and section 58AA of the Companies Act, 1956 or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from public. As informed to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal.

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

ix) (a) As explained to us, the statutory dues payable by the Company comprises mainly of Provident Fund, Investor Education Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax (VAT), Wealth- tax, Service-tax, Custom Duty, Excise Duty, Cess, Entry tax, Purchase tax and other material statutory dues applicable to it. According to the records of the Company and information and explanations given to us, the Company has been generally regularly depositing the aforesaid undisputed statutory dues with the appropriate authorities. There are no undisputed statutory dues as referred to above as at 31st March,2013 outstanding for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us, there were no dues on account of Income Tax and Wealth Tax which were not deposited on account any dispute. However, the particulars of Service-tax, Sales-tax (VAT), Custom Duty, Excise Duty, Entry tax, Stamp duty and other statutory material dues, which have not been deposited on account of any dispute, are as referred to in the details of Contingent Liabilities in Note No. "35".

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

xi) In our opinion and according to the information and explanations given to us, there is no default in repayment of dues to any Financial Institution and Bank during the period under report, as per the terms of the respective loans.

xii) In our opinion and according to the information and explanations given 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, as such the provisions of paragraph 4(xiii) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the Company.

xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments, accordingly the provisions of paragraph 4 (xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

xv) In our opinion, the Company has not given any guarantees for loans taken by others from banks or financial institutions; as such the provisions of paragraph 4(xv) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the Company.

xvi) The term loans obtained by the Company have been applied for the purposes for which they were obtained.

xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the no funds raised on short- term basis have been used for long-term investment during the period.

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

xix) The Company has not issued any debentures during the period .

xx) The Company has not raised any money during the period by public issue.

xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the course of our audit.

For S. Vaish & Co., For Mittal Gupta & Co.,

Chartered Accountants Chartered Accountants

FRN 00001C FRN 01874C

(S.P. Agrawal) (B. L. Gupta )

Partner Partner

Membership No. 07269 Membership No. 073794

Place : Kanpur Dated : 25th July, 2013

---

Mar 31, 2012

We have audited the attached Balance Sheet of Dhampur Sugar Mills Limited (the Company), as at 31st March, 2012 the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto and signed by us, this day under reference to this report. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

2. Further to our comments in para 1 above, we report that :

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the 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 appears from our examination of those books;

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

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

e) On the basis of written representation received from the directors as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2012 from being appointed as director under Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Balance Sheet, the Profit and Loss Account and the Cash Flow Statement together with notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India :

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

ii) in the case of Profit and Loss Account of the Profit for the year ended on that date; and

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

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

(b) The fixed assets have been physically verified by the management at the end of the period. In our opinion the frequency of verification is reasonable considering the size of the Company and nature of its business.

(c) The Company has not disposed off a substantial part of its fixed assets during the period and the going concern status of the Company is not affected.

ii) (a) The inventories, except stores, have been physically verified during the period by the management. In our opinion, the frequency of verification of inventory, except stores, is reasonable.

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

(c) The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to book records.

iii) (a) The Company had granted interest free unsecured loans/advances to two companies covered in the register maintained under section 301 of the Companies Act, 1956.

- The maximum amount involved during the period is Rs. 24.32 crore.

- The year end balance due is Rs. 22.53 crore.

(b) In our opinion, the other terms and conditions on which interest free unsecured loans/advances have been granted to a company listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(c) The payments of principal amount are regular, wherever stipulated.

(d) There is no overdue amount of loans/advances, more than rupee one lac, granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(e) The Company had taken interest free unsecured loans/advances from four companies covered in the register maintained under section 301 of the Companies Act, 1956.

- The maximum amount involved during the period is Rs. 3.17 crore.

- The year end balance due is Rs. 0.65 crore.

(f) In our opinion, the other terms and conditions on which loans/advances have been taken from companies listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(g) The payments of principal amount are regular, wherever stipulated.

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 with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contract or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered into the register maintained under section 301 of the Companies Act, 1956.

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

vi) In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by the Reserve Bank of India and the provisions of Section 58A and section 58AA of the Companies Act, 1956 or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from public. As informed to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal.

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

ix) (a) As explained to us, the statutory dues payable by the Company comprises mainly of Provident Fund, Investor Education Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax (VAT), Wealth- tax, Service-tax, Custom Duty, Excise Duty, Cess, Entry tax, Purchase tax and other material statutory dues applicable to it. According to the records of the Company and information and explanations given to us, the Company has been generally regularly depositing the aforesaid undisputed statutory dues with the appropriate authorities. There are no undisputed statutory dues as referred to above as at 31st March,2012 outstanding for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us, there were no dues on account of Income Tax and Wealth Tax which were not deposited on account any dispute. However, the particulars of Service-tax, Sales-tax (VAT), Custom Duty, Excise Duty, Entry tax, Stamp duty and other statutory material dues, which have not been deposited on account of any dispute, are as referred to in the details of Contingent Liabilities in Note No. "35".

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

xi) In our opinion and according to the information and explanations given to us, there is no default in repayment of dues to any Financial Institution and Bank during the period under report, as per the terms of the respective loans.

xii) In our opinion and according to the information and explanations given 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, as such the provisions of paragraph 4(xiii) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the Company.

xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments, accordingly the provisions of paragraph 4 (xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

xv) In our opinion, the Company has not given any guarantees for loans taken by others from banks or financial institutions; as such the provisions of paragraph 4(xv) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the Company.

xvi) The term loans obtained by the Company have been applied for the purposes for which they were obtained.

xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the no funds raised on short- term basis have been used for long-term investment during the period.

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

xix) The Company has not issued any debentures during the period .

xx) The Company has not raised any money during the period by public issue.

xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the course of our audit.

For S. Vaish & Co., For Mittal Gupta & Co.,

(S.P. Agrawal) (B. L. Gupta)

Partner Partner

Chartered Accountants Chartered Accountants

Membership No. 07269 Membership No. 073794

FRN 00001C FRN 01874C

Place : Kanpur

Dated : 15th May, 2012

---

Mar 31, 2011

We have audited the attached Balance Sheet of Dhampur Sugar Mills Limited (the Company), as at 31 st March,2011, the Profit and Loss Account and also the Cash Flow Statement for the 18 months ended on that date annexed thereto and signed by us, this day under reference to this report. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

2. Further to our comments in para 1 above, we report that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the 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 appears from our examination of those books;

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

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

e) On the basis of written representation received from the directors as on 31st March,2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31.03.2011 from being appointed as director under Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f) Attention is drawn to note III-2 of schedule 15 relating to accounting for cane purchase liability for the sugar season 2007-08 at Rs. 110 per quintal instead of State Advised Price of Rs. 125 per quintal fixed by the Uttar Pradesh State Government as the legal proceedings are pending in the matter.

g) In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Balance Sheet, the Profit and Loss Account and the Cash Flow Statement together with notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India:

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

ii) in the case of Profit and Loss Account of the Profit for the 18 months ended on that date; and

iii) in the case of Cash Flow Statement, of the cash flows for the 18 months ended on that date.

Annexure to the Auditors Report The Annexure referred to in the Auditors report to the members of Dhampur Sugar Mills Limited (the Company) for the 18 months ended 31st March, 2011:

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

(b) The fixed assets have been physically verified by the management at the end of the period. In our opinion the frequency of verification is reasonable considering the size of the Company and nature of its business.

(c) The Company has not disposed off a substantial part of its fixed assets during the period and the going concern status of the Company is not affected.

ii) (a) The inventory except stores, has been physically verified during the period by the management. In our opinion, the frequency of verification of inventory, except stores is reasonable.

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

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii) (a) The Company had granted interest free unsecured loans/advances to three companies covered in the register maintained under section 301 of the Companies Act, 1956.

- The maximum amount involved during the period is Rs. 26.56 crore.

-The year end balance due is Rs. 24.37 crore.

(b) In our opinion, the other terms and conditions on which interest free unsecured loans/advances have been granted to a company listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(c) The payments of principal amount are regular, wherever stipulated.

(d) There is no overdue amount of loans/advances, more than rupee one lac, granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(e) The Company had taken interest free unsecured loans/advances from four companies covered in the register maintained under section 301 of the Companies Act, 1956.

- The maximum amount involved during the period is Rs. 7.60 crore.

-The year end balance due is Rs. 0.36 crore.

(f) In our opinion, the other terms and conditions on which loans/advances have been taken from companies listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(g) The payments of principal amount are regular, wherever stipulated.

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 with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contract or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered into the register maintained under section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements exceeding the value of rupees five lac in respect of any party during the period have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by the Reserve Bank of India and the provisions of Section 58A and section 58AA of the Companies Act, 1956 or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from public. As informed to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal.

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

viii) We have been informed that the cost records as have been prescribed under section 209 (1)(d) of the Companies Act, 1956 have been made and maintained.

ix) (a) As explained to us, the statutory dues payable by the Company comprises mainly of Provident Fund, Investor Education Protection Fund, Employees State Insurance, Income-tax, Sales-tax (VAT), Wealth-tax, Service-tax, Custom Duty, Excise Duty, Cess, Entry tax, Purchase tax and other material statutory dues applicable to it. According to the records of the Company and information and explanations given to us, the Company has been generally regularly depositing the aforesaid undisputed statutory dues with the appropriate authorities. There are no undisputed statutory dues as referred to above as at 31st March,2011 outstanding for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us, there were no dues on account of Income Tax and Wealth Tax which were not deposited on account of any dispute. However, the particulars of Service-tax, Sales-tax, Custom Duty, Excise Duty, Entry tax. Stamp duty and other statutory material dues, which have not been deposited on account of any dispute, are as referred to in the Details of Contingent Liabilities in Schedule "15".

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

xi) In our opinion and according to the information and explanations given to us, there is no default in repayment of dues to any Financial Institution and Bank during the period under report, as per the terms of the respective loans.

xii) In our opinion and according to the information and explanations given 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, as such the provisions of paragraph 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments, accordingly the provisions of paragraph 4 (xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

xv) In our opinion, the Company has not given any guarantees for loans taken by others from banks or financial institutions, as such the provisions of paragraph 4(xv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

xvi) The term loans obtained by the Company have been applied for the purposes for which they were obtained.

xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the no funds raised on short- term basis have been used for long-term investment during the period.

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

xix) The Company has not issued any debentures during the period.

xx) The Company has not raised any money during the period by public issue.

xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the course of our audit.



For S. Vaish & Co., For Mittal Gupta & Co.,

(S.P. Agrawal) (B. L Gupta) Partner Partner Chartered Accountants Chartered Accountants Membership No. 07269 Membership No. 073794 FRN 00001C FRN01874C

Place : Kanpur Dated : 24th May, 2011

---

Sep 30, 2009

We have audited the attached Balance Sheet of Dhampur Sugar Mills Limited (the Company), as at 30th September, 2009, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto and signed by us, this day under reference to this report. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

2. Further to our comments in para 1 above, we report that :

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the 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 appears from our examination of those books;

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

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

e) On the basis of written representation received from the directors as on 30th September, 2009 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 30.09.2009 from being appointed as director under Clause (g) of sub- section (1) of Section 274 of the Companies Act, 1956.

f) Attention is drawn to note III-2 of schedule 16 relating to accounting for cane purchase liability for the sugar season 2007-08 at Rs. 110 per quintal instead of State Advised Price of Rs. 125 per quintal fixed by the Uttar Pradesh State Government as the legal proceedings are pending in the matter.

g) In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Balance Sheet, the Profit and Loss Account and the Cash Flow Statement together with notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India :

i) in the case of the Balance Sheet of the state of affairs of the Company as at 30th September, 2009;

ii) in the case of Profit and Loss Account of the Profit for the year ended on that date; and

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

Annexure to the Auditors’ Report

The Annexure referred to in the Auditors’ report to the members of Dhampur Sugar Mills Limited (the Company) for the year ended 30th September, 2009:

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

(b) The fixed assets have been physically verified by the management at the end of the year. In our opinion the frequency of verification is reasonable considering the size of the Company and nature of its business.

(c) The Company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

ii) (a) The inventory except stores, has been physically verified during the year by the management. In our opinion, the frequency of verification of inventory, except stores is reasonable.

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

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii) (a) The Company had granted interest free unsecured loans/advances to three companies covered in the register maintained under section 301 of the Companies Act, 1956.

- The maximum amount involved during the year is Rs. 19.47 crore.

- The year end balance due is Rs. 19.47 crore.

(b) In our opinion, the other terms and conditions on which interest free unsecured loans/advances have been granted to a company listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(c) The payments of principal amount are regular, wherever stipulated.

(d) There is no overdue amount of loans/advances, more than rupee one lac, granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(e) The Company had taken interest free unsecured loans/advances from five companies covered in the register maintained under section 301 of the Companies Act, 1956.

- The maximum amount involved during the year is Rs. 5.37 crore.

- The year end balance due is Rs. 4.09 crore.

(f) In our opinion, the other terms and conditions on which loans/advances have been taken from companies listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(g) The payments of principal amount are regular, wherever stipulated.

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 with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contract or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered into the register maintained under section 301 of the Companies Act, 1956.

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

vi) In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by the Reserve Bank of India and the provisions of Section 58A and section 58AA of the Companies Act, 1956 or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from public. As informed to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal.

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

viii) We have been informed that the cost records as have been prescribed under section 209 (1)(d) of the Companies Act, 1956 have been made and maintained.

ix) (a) As explained to us, the statutory dues payable by the Company comprises mainly of Provident Fund, Investor Education Protection Fund, Employees’ State Insurance, Income-tax, Sales-tax (VAT), Wealth-tax, Service-tax, Custom Duty, Excise Duty, Cess, Entry tax, Purchase tax and other material statutory dues applicable to it. According to the records of the Company and information and explanations given to us, the Company has been generally regularly depositing the aforesaid undisputed statutory dues with the appropriate authorities. There are no undisputed statutory dues as referred to above as at 30th September, 2009 outstanding for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us, there were no dues on account of Income Tax and Wealth Tax which were not deposited on account any dispute. However, the particulars of Service-tax, Sales-tax, Custom Duty, Excise Duty, Entry tax, Stamp duty and other statutory material dues, which have not been deposited on account of any dispute, are as referred to in the Details of Contingent Liabilities in Schedule “16”.

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

xi) In our opinion and according to the information and explanations given to us, the Company has repaid the dues to any financial institution and bank with some delays for a maximum period of 90 days however there is no default in repayment of dues at the end of the year as per the terms of the respective term loans.

xii) In our opinion and according to the information and explanations given 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, as such the provisions of paragraph 4(xiii) of the Companies (Auditors’ Report) Order, 2003 are not applicable to the Company.

xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments, accordingly the provisions of paragraph 4 (xiv) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

xv) In our opinion, the Company has not given any guarantees for loans taken by others from banks or financial institutions, as such the provisions of paragraph 4(xv) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

xvi) The term loans obtained by the Company have been applied for the purposes for which they were obtained.

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

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

xix) The Company has not issued any debentures during the year.

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

xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the course of our audit.

For S. Vaish & Co., For Mittal Gupta & Co.,

(S.P.Agrawal) (B. L. Gupta ) Partner Partner Chartered Accountants Chartered Accountants Membership No. 07269 Membership No. 073794

Place: Kanpur Dated: 9th November, 2009