Auditor Report of Dunlop India Ltd.

Mar 31, 2014

We have audited the accompanying financial statement of DUNLOP INDIA LIMITED ("the Company"), which comprises the Balance sheet as at March 31, 2014, and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

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

Basis for Qualified Opinion

1. Refer to note no. 2.6 regarding non-provision of interest amounting to Rs. 1697.10 lakhs on loan from a bank for working capital of Rs. 3920.65 lakhs.

2) Refer to note no. 2.8 regarding non provision of interest on certain loans against which one time settlement is under active consideration (amount not ascertained).

3) Refer to note no. 2.9 regarding decapitalization of Assets of Rs. 29384.14 lakhs representing refurbishment expenditure incurred in earlier years for restoration of full capacity of plants.

4) Refer to note no. 2.11 regarding providing of deferred tax assets amounting to Rs. 9740.00 lakhs on carry forward loss and unabsorbed depreciation withought virtual certainty of profit in future years.

5) We could not veify the investment held as non-current of book-value of Rs.7.00 lakhs as neither the share certificates in physical form nor any demat certificate produced to us.

The cumulative effects of above could not be ascertainable on the net Loss and shareholder''s fund as amount on certain notes is not quantified.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion Paragraph, the financial statements give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:- a. in the case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2014;

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

c. in the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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, Statement of Profit & Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

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

e. Based on legal opinion obtained, none of the present directors are disqualified as on 31.03.2014 for being appointed as a director, in terms of clause (g) of subsection ( 1 ) of section 274 of the Companies Act,1956.

ANNEXURE REFERRED TO IN PARA 1 OF OUR REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS OF EVEN DATE.

I. a) Proper records showing full particulars, including quantitative details and situation of fixed assets were maintained by the company. However, as both the plants of the Company is under suspension of operation, the fixed assets register could not be Produced to us this year and in the previous year and hence we are unable to comment whether the company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

b) As both the plants of the company is under suspension of operation, physical verification of fixed assets could not be carried out by the management during the year end and hence we were unable to comment whether there is any discrepancies between the physical balance and book balance.

c) As per information and explanations given to us and from the records verified, no substantial part of the fixed assets have been disposed off during the year which affects the going concern.

II. a) As both the plants of the company are under suspension of operation, physical verification of inventory has not been carried out during the year.

b) As mentioned in (a) above, clause 4 (ii) (b) is not applicable during the year.

c) The company was maintaining proper records of inventory. However, as stated in (a) above, we are unable to make any comment on discrepancy of book balance and physical balance as the record of inventory was not produced to us.

III. a) As per information and explanations given to us, the Company has not given any loan, secured or unsecured to Companies, firms or other parties covered in the register maintained under section 301of the Companies Act 1956 and as such the provision of clause 4 (iii) (b),(c) & (d) are not applicable.

b) As per information & explanation given to us, the Company has not taken any loan secured/ unsecured from Companies, firms or other parties covered in the register maintain under section 301 of the Act and as such the provision of clause 4(iii) e to g are not applicable.

IV. There is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. However, during the year there is no sale of goods and services and purchase of inventory.

V. a) The particulars of contract or arrangements referred to in Section 301 of the act have been entered in the register required to be maintained under that section, and

b) No such contracts or arrangements have been made during the year of purchase and sale.

VI. The Company has accepted deposits from the public in earlier years. However the Directives issued by the Reserve Bank of India and the provision of Section 58A & 58AA or any other relevant provision of the Act and the Rules framed thereunder, wherever applicable have not been complied with. However the company has repaid Rs.345.77 lakhs to the Fixed Deposit Holders after take over by the present management.

VII. The Company has an internal audit system commensurate with its size and nature of business. However, it should be strengthened.

VIII. As both the plants are under suspension of operation, cost records were not maintained for the year and hence we are unable to make any comment.

IX. a) The Company is generally regular in depositing undisputed statutory dues of the current financial year including Provident Fund. Employees State Insurance, Income-tax, Sales Tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and any other Statutory dues to the extent applicable with the appropriate authorities.

However, in respect of above, statutory dues including for earlier years are outstanding for a period of more than six months amounting to Rs. 489.52 lakhs as below :

Particulars Amount( Rs in lakhs)

Provident Fund 161.09

E.S.I 120.44 TDS 20.72

Professional Tax 6.40

Sales Tax 180.87

Total 489.52

b) Details with respect to the amount involved and the forum where dispute is pending to be provided under this clause with regard to disputed liability in respect of sales tax, income tax as detailed in Note No. 2.24 are yet to be compiled by the management and therefore, we are unable to provide the same.

X. There is no accumulated loss at the end of the financial year. The Company has incurred cash losses during the current year and also in the immediately preceding financial year.

XI. The management has settled all the liabilities of loan taken by earlier management from financial institution / Bank except two loans amounting to Rs 1083.05 Lakhs.

XII. We have been informed and explained that the Company has not granted any loans and advances on the basis of security by way of pledge of shares and, debentures and other securities.

XIII. The Company is not a chit fund or a nidhi/mutual fund/ society. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

XIV. The Company is not dealing in or trading in shares, securities debentures and other Investments. Accordingly, the provisions of Clause 4(xiv) of the Companies (Auditor''s report) Order, 2003 are not applicable to the Company.

XV. As per information and explanations given to us and record verified by us the Company has given guarantee for loans taken by its associates or subsidiaries or others from bank or financial institutions which is not prejudicial to the interest of the company.

XVI. According to the information and explanations given to us, no term loans were raised and hence application for the purposes for which they were raised does not arise.

XVII. On the basis of information received from the management and based on the overall analysis of the balance sheet of the Company, funds raised on short term basis have not been utilized for long term investment.

XVIII. The Company has not made any preferential allotment of shares during the year.

XIX. The Company has not issued unsecured debentures during the year.

XX. The Company has not raised any money through a public issue during the year

XXI. According to information and explanation given to us and based on our examination of the books and records of the Company in accordance with the generally accepted auditing practices in India, we have neither come across any incidence of fraud on or by the Company nor have we been informed of any such case by the management.

for GORA & CO. Chartered Accountants C/O Abhijit Dutt & Associates Firm''s Registration no. 327183E 8/2, K.S.Roy Road, 2nd Floor, G. C. Mukherjee Room No. 2 & 3, Kolkata-700001 Partner Dated: 29th May, 2014 Membership No. 017630

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statement of DUNLOP INDIA LIMITED("the Company"), which comprises the Balance sheet as at March 31, 2013, and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

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

Basis for Qualified Opinion

1. Refer to note no. 2.2 regarding interest and other liabilities written back and credited to general reserve amounting to Rs. 770.69 lakhs.

2. Refer to note no. 2.6 regarding non-provision of interest amounting to Rs. 1093.13 lakhs on loan from a bank for working capital of Rs. 4025.90 lakhs.

3. Refer to note no. 2.8 regarding non provision of interest on certain loans against which one time settlement is under active consideration (amount not ascertained).

4. Refer to note no. 2.9 and 2.21 respectively, regarding capitalization of expenses of Rs. 283.49 laks for refurbishment and regarding non provision of deprecation on assets capitalised but not put to use amounting to Rs. 29384.14 lakhs.

5. Refer to note no. 2.11 regarding providing of deferred tax assets amounting to Rs. 9740.00 lakhs on carry forward loss and unabsorbed depreciation withought virtual certainty of profit in future years.

6. We could not verify the investments held as non-current of book-value of Rs.7.00 lakhs as neither the share certificates in physical form nor any demat certificate produced to us.

The cumulative effects of above could not be ascertainable on the net Loss and shareholder''s fund as amount on certain notes is not quantified.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion Paragraph, the financial statements give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:-

a. in the case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2013;

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

c. in the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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, Statement of Profit & Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

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

e. Based on legal opinion obtained, none of the present directors are disqualified as on 31.03.2013 for being appointed as a director, in terms of clause (g) of subsection (1) of section 274 of the Companies Act,1956.

ANNEXURE REFERRED TO IN PARA 1 OF OUR REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS OF EVEN DATE.

I. a) Proper records showing full particulars, including quantitative details and situation of fixed assets were maintained by the company. However, as both the plants of the Company is under suspension of operation, the fixed assets register could not be Produced to us this year and in the previous year and hence we are unable to comment whether the company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

b) As both the plants of the company is under suspension of operation, physical verification of fixed assets could not be carried out by the management during the year end and hence we were unable to comment whether there is any discrepancies between the physical balance and book balance.

c) As per information and explanations given to us and from the records verified, no substantial part of the fixed assets have been disposed off during the year which affects the going concern.

II. a) As both the plants of the company are under suspension of operation, physical verification of inventory has not been carried out during the year.

b) As mentioned in (a) above, clause 4 (ii) (b) is not applicable during the year.

c) The company was maintaining proper records of inventory. However, as stated in (a) above, we are unable to make any comment on discrepancy of book balance and physical balance as the record of inventory was not produced to us.

III. a) As per information and explanations given to us, the Company has not given any loan, secured or unsecured to Companies, firms or other parties covered in the register maintained under section 301of the Companies Act 1956 and as such the provision of clause 4 (iii) (b),(c) & (d) are not applicable.

b) As per information & explanation given to us, the Company has not taken any loan secured/ unsecured from Companies, firms or other parties covered in the register maintained under section 301 of the Act and as such the provision of clause 4(iii) e to g are not applicable.

IV. There is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. However, during the year there is no sale of goods and services and purchase of inventory.

V. a) The particulars of contract or arrangements referred to in Section 301 of the act have been entered in the register required to be maintained under that section, and

b) No such contracts or arrangements have been made during the year of purchase and sale.

VI. The Company has accepted deposits from the public in earlier years. However the Directives issued by the Reserve Bank of India and the provision of Section 58A & 58AA or any other relevant provision of the Act and the Rules framed thereunder, wherever applicable have not been complied with. However the company has repaid Rs.345.77 lakhs to the Fixed Deposit Holders after take over by the present management .

VII. The Company has an internal audit system commensurate with its size and nature of business. However, it should be strengthened.

VIII. As both the plants are under suspension of operation, cost records were not maintained for the year and hence we are unable to make any comment.

IX. a) The Company is generally regular in depositing undisputed statutory dues of the current financial year including Provident Fund. Employees State Insurance, Income-tax, Sales Tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and any other Statutory dues to the extent applicable with the appropriate authorities.

However, in respect of above, statutory dues including for earlier years are outstanding for a period of more than six months amounting to Rs. 482.53 lakhs as below :

Particulars Amount (Rs in lakhs)

Provident Fund 161.09

E.S.I 120.44

TDS 13.80

Professional Tax 6.33

Sales Tax 180.87

Total 482.53

b) Details with respect to the amount involved and the forum where dispute is pending to be provided under this clause with regard to disputed liability in respect of sales tax, income tax as detailed in Note No. 2.24 are yet to be compiled by the management and therefore, we are unable to provide the same.

X. There is no accumulated loss at the end of the financial year. The Company has incurred cash losses during the current year and also in the immediately preceding financial year.

XI. The management has settled all the liabilities of loan taken by earlier management from financial institution / Bank except two loans amounting to Rs 1083.05.Lakhs.

XII. We have been informed and explained that the Company has not granted any loans and advances on the basis of security by way of pledge of shares and, debentures and other securities.

XIII. The Company is not a chit fund or a nidhi/mutual fund/ society. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

XIV. The Company is not dealing in or trading in shares, securities debentures and other Investments. Accordingly, the provisions of Clause 4(xiv) of the Companies (Auditor''s report) Order, 2003 are not applicable to the Company.

XV. As per information and explanations given to us and record verified by us the Company has given guarantee for loans taken by its associates or subsidiaries or others from bank or financial institutions which is not prejudicial to the interest of the company.

XVI. According to the information and explanations given to us, no term loans were raised and hence application for the purposes for which they were raised does not arise.

XVII. On the basis of information received from the management and based on the overall analysis of the balance sheet of the Company, funds raised on short term basis have not been utilized for long term investment.

XVIII. The Company has not made any preferential allotment of shares during the year.

XIX. The Company has not issued unsecured debentures during the year.

XX. The Company has not raised any money through a public issue during the year

XXI. According to information and explanation given to us and based on our examination of the books and records of the Company in accordance with the generally accepted auditing practices in India, we have neither come across any incidence of fraud on or by the Company nor have we been informed of any such case by the management.

for K N GUTGUTIA & CO.

Chartered Accountants

Firm''s Registration No. 304153E

6C, Middleton Street, K C Sharma

Kolkata - 700 071 Partner

Dated: 30th August, 2013 Membership No. 50819

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Mar 31, 2012

We have audited the attached Balance Sheet of Dunlop India Limited as at 31st March 2012, statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with 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 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, As amended by the Companies (Auditor's Report) (Amendment) Order 2004 ("the Order") issued by the Central Government in exercise of the power conferred by section 227 (4A) of the Companies Act, 1956, and according to the information and explanations given to us and on the basis of such checks as we have considered appropriate. We annex hereto a statement on the mattes specified in paragraphs 4 & 5 of the said Order.

2. Further to our comments as stated above, we report that:

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

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

c) The said Balance Sheet, statement of Profit and Loss and Cash Flow referred to in this report are in agreement with the books of accounts.

d) In our opinion, Balance sheet, statement of Profit & Loss and Cash Flow statement comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956, except AS 22.

e) Based on legal opinion obtained, none of the present directors are disqualified as on 31.03.2012 for being appointed as a director, in terms of clause (g) of Sub- section (1) of Section 274 of the Companies Act, 1956.

f) We draw attention to the note no 2.8 regarding non provision of interest on certain loans (amount not ascertained), note no. 2.11 regarding Deferred Tax Assets and note no. 2.27 regarding Capitalisation of expenses for Refurbishment. The effect of the above on the loss for the year and its corresponding effect on reserve/assets and liabilities is not presently ascertainable.

Subject to above we report that the said accounts together with accounting policies and notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

ii) In the case of the statement of Profit & Loss of the Company for the year ended on that date, and

iii) In the case of the Cash Flow statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE REFERRED TO IN PARA 1 OF THE AUDITORS' REPORT OF EVEN DATE TO THE MEMBERS OF DUNLOP INDIA LIMITED FOR THE YEAR ENDED 31ST MARCH 2012

i) a) Proper records showing full particulars, including quantitatives details and situation of fixed assets were being maintained by the company. However, as both the plants of the Company is under suspension of operation, the fixed assets register could not be Produced to us this year and hence we are unable to comment whether the company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

b) As both the plants of the company is under suspension of operation, physical verification of fixed assets could not be carried out by the management during the year end and hence we were unable to comment whether there is any discrepancies between the physical balance and book balance.

c) As per information and explanations given to us and from the records verified, no substantial part of the fixed assets have been disposed off during the year which affects the going concern.

ii) a) As both the plants of the company are under suspension of operation, physical verification of inventory has not been carried out during the year.

b) As mentioned in (a) above, we are unable to make any comment, whether the procedure of physical verification followed by the management are reasonable and adequate in relation of size of the company and its nature of business.

c) The company is maintaining proper records of inventory. However, as stated in (a) above, we are unable to make any comment on discrepancy of book balance and physical balance.

iii) a) As per information and explanations given to us, the Company has not given any loan, secured or unsecured to Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and as such the provision of clause 4 (iii) (b),(c) & (d) are not applicable.

b) As per information & explanation given to us, the Company has not taken any loan secured/unsecured from Companies, firms or other parties covered in the register maintained under section 301 of the Act and as such the provision of clause 4(iii) e to g are not applicable.

iv) There is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services.

v) a) The particulars of contract or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section, and

b) Transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) The Company has accepted deposits from the public in earlier years. However the Directives issued by the Reserve Bank of India and the provision of Section 58A & S8AA or any other relevant provision of the Act and the Rules framed there under, wherever applicable have not been complied with. However the company has repaid Rs.344.27 lakhs to the Fixed Deposit Holders after take over by the present management.

vii) The Company has an internal audit system commensurate with its size and nature of business. However, it should be strengthened.

viii) As both the plants are under suspension of operation, cost records were not maintained for the year and hence we are unable to make any comment.

ix) a) The Company is generally regular in depositing undisputed statutory dues of the current financial year including Provident Fund. Employees State Insurance, Income-tax, Sales Tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and any other Statutory dues to the extent applicable "with the appropriate authorities. However, in respect of above, statutory dues including for earlier years are outstanding for a period of more than six months amounting to Rs. 413.91 lakhs as below :

Particulars Amount (Rs in lakhs)

Provident Fund 87.21

E.S.I 113.06

TDS 30.97

Professional Tax 5.40

Sales Tax 177.27

Total 413.91

b) Details with respect to the amount involved and the forum where dispute is pending to be provided under this clause with regard to disputed liability in respect of sales tax, income tax as detailed in Note No. 2.24 are yet to be compiled by the management and therefore, we are unable to provide the same.

x) There is no accumulated loss at the end of the financial year. The Company has incurred cash losses during the current year but had not incurred cash losses in immediately preceding financial year.

xi) The management has settled all the liabilities of loan taken by earlier management from financial institution / Bank except two loans amounting to Rs 1083.05.Lakhs.

xii) We have been informed and explained that the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The Company is not a chit fund or a nidhi/mutual fund/ society. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

xiv) The Company is not dealing in or trading in shares, securities debentures and other Investments. Accordingly, the provisions of Clause 4(xiv) of the Companies (Auditor's report) Order, 2003 are not applicable to the Company.

xv) As per information and explanations given to us and record verified by us the Company has given guarantee for loans taken by its associates or subsidiaries or others from bank or financial institutions which is not prejudicial to the interest of the company.

xvi) The Company has taken loan amounting to Rs. 3004.00 lakhs during the year, which has been used for the purpose for which it was taken.

xvii) On the basis of information received from the management and based on the overall analysis of the balance sheet of the Company, funds raised on short term basis have not been utilized for long term investment.

xviii)The Company has not made any preferential allotment of shares during the year.

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

xx) The Company has not raised any money through a public issue during the year

xxi) According to information and explanation given to us and based on our examination of the books and records of the Company in accordance with the generally accepted auditing practices in India, we have neither come across any incidence of fraud on or by the Company nor have we been informed of any such case by the management.

for K N GUTGUTIA & CO.

Chartered Accountants

Firm's Registration No. 304153E

6C, Middleton Street, K C Sharma

Kolkata - 700 071 Partner

Dated: 19th May, 2012 Membership No. 50819

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Mar 31, 2011

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

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on 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, as amended by the Companies (Auditor's Report) (Amendment) Order 2004 ("the Order") issued by the Central Government in exercise of the power conferred by section 227 (4A) of the Companies Act, 1956, and according to the information and explanations given to us and on the basis of such checks as we have considered appropriate. We annex hereto a statement on the matters specified in paragraphs 4 & 5 of the said Order.

2. Further to our comments as stated above, we report that:

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

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

c) The said Balance Sheet, Profit and Loss account and Cash Flow referred to in this report are in agreement with the books of accounts.

d) In our opinion, Balance sheet, Profits Loss account and Cash Flow statement comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956, except AS 22.

e) Based on legal opinion obtained, none of the present directors are disqualified as on 31.03.2011 for being appointed as a director, in terms of clause (g) of Sub- section (1) of Section 274 of the Companies Act, 1956.

f) We draw attention to the note no 4 (d) regarding non provision of interest on certain loans (amount not ascertained), note no. 11 regarding Deferred Tax

Assets and note no. 12 regarding Capitalisation of expenses for Refurbishment of Schedule 20.

Subject to above we report that the said accounts together with accounting policies and notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

ii) In the case of the Profit & Loss Account, of the profit of the Company for the year ended on that date, and

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

ANNEXURE REFERRED TO IN PARA 1 OF THE AUDITORS' REPORT OF EVEN DATE TO THE MEMBERS OF DUNLOP INDIA LIMITED FOR THE YEAR ENDED 31st MARCH 2011

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

b) As per information and explanation given to us fixed assets have been physically verified by the management during the year. No material discrepan- cies were noticed on such verification.

c) During the year there was no disposal of substantial part of the fixed assets of the Company.

ii) a) Physical verification of the inventories has been carried out during the year.

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

c) The Company has maintained proper records of Inventory and no material discrepancies were noticed on Physical verification between book records and physical balances.

iii) a) The Company has not given any loan, secured or unsecured to Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956 and as such the provision of clause 4 (iii) (b),(c) & (d) are not applicable.

b) The Company has not taken any loan secured/ unsecured from Companies, firms or other parties covered in the register under section 301 of the Act and as such the provision of clause 4(iii) (e) to (g) are not applicable.

iv) There is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services.

v) a) The particulars of contract or arrangements referred to in Section 301 of the act have been entered in the register required to be maintained under that section, and

b) Transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) The Company has accepted deposits from the public in earlier years. However the Directives issued by the Reserve Bank of India and the provision of Section 58A & 58AA or any other relevant provision of the Act and the Rules framed thereunder, wherever applicable have not been complied with. However the company has repaid Rs.342.88 lakh to the Fixed Deposit Holders after take over by the present management

vii) The Company has an internal audit system commen- surate with its size and nature of business. However, it should be strengthened.

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

ix) a) The Company is generally regular in depositing undisputed statutory dues of the current financial year including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and any other Statutory dues to the extent applicable with the appropriate authorities. However, in respect of above, statutory dues including for earlier years are outstanding for a period of more than six months amounting to Rs. 195.25 lakhs as below :

Particulars Amount (Rs in lakhs)

Provident Fund 21.69

E.S.I 79.24

Professional Tax 12.52

Sales Tax 81.80

Total 195.25

b) Details with respect to the period of default, due date as required to be provided under clause ix (b) with regard to disputed liability in respect of Sales Tax, Income Tax as detailed in Note No. 2 of Schedule 20 are yet to be compiled by the management and therefore, we are unable to provide the same.

x) There is no accumulated loss at the end of the financial year. The Company has neither incurred cash losses during the current year nor had incurred cash losses in immediately preceding financial year.

xi) The management has settled all the liabilities of loan taken by earlier management from financial institution/ Bank except two loans amounting to Rs. 1083.05 lakhs.

xii) We have been informed and explained that the Company has not granted any loans and advances on the basis of security by way of pledge of shares and, debentures and other securities.

xiii) The Company is not a chit fund or a nidhi/mutual fund/ society. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

xiv) The Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the Companies (Auditor's report) Order, 2003 are not applicable to the Company.

xv) The Company has not given any guarantee for loans taken by its associates or subsidiaries or others from bank or financial institutions during the year.

xvi) The Company has not taken any term loan during the year.

xvii) On the basis of information received from the manage- ment and based on the overall analysis of the balance sheet of the Company, funds raised on short term basis have not been utilized for long term investment.

xviii)The Company has not made any preferential allotment of shares during the year.

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

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

xxi) According to information and explanation given to us and based on our examination of the books and records of the Company in accordance with the generally accepted auditing practices in India, we have neither come across any incidence of fraud on or by the Company nor have we been informed of any such case by the management.

for K N GUTGUTIA & CO. Chartered Accountants Firm's registration no. 304153E

K C Sharma Partner Membership No. 50819

6C, Middleton Street, Kolkata- 700 071

Dated: 21st May, 2011

---

Mar 31, 2010

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

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on 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, as amended by the Companies (Auditors Report) (Amendment) Order 2004 ("the Order") issued by the Central Government in exercise of the power conferred by section 227 (4A) of the Companies Act, 1956, and according to the information and explanations given to us and on the basis of such checks as we have considered appropriate. We annex hereto a statement on the matters specified in paragraphs 4 & 5 of the said Order.

2. Further to our comments as stated above, we report that:

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

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

c) The said Balance Sheet, Profit and Loss account and Cash Flow Statement referred to in this report are in agreement with the books of accounts.

d) In our opinion, Balance sheet, Profit & Loss account and Cash Flow Statement comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956, except AS 22.

e) Based on legal opinion obtained, none of the present directors are disqualified as on 31.03.2010 for being appointed as a director, in terms of clause (g) of Sub- section (1) of Section 274 of the Companies Act, 1956.

f) We draw attention to the note no 4(d) regarding non provision of interest on certain loans, note no. 11 regarding Deferred Tax Assets and note no. 12 regarding Capitalisation of expenses for Refurbishment of Schedule 19B.

Subject to above we report that the said accounts together with accounting policies and notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of the Balance Sheet, of the state of the affairs of the Company as at 31st March, 2010.

ii) In the case of the Profit & Loss Account, of the profit of the Company for the year ended on that date, and

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

ANNEXURE REFERRED TO IN PARA 1 OF THE AUDITORS REPORT OF EVEN DATE TO THE MEMBERS OF DUNLOP INDIA LIMITED FOR THE YEAR ENDED 31 ST MARCH 2010

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

b) As per information and explanation given to us fixed assets have been physically verified by the management during the year. No material discrepancies were noticed on such verification except in case of Furniture/Fittings where book records are in compilation and hence it is not possible to ascertain and comment on the discrepancies, if any.

c) During the year there was no disposal of substantial part of the fixed assets of the Company.

ii) a) Physical verification of the inventories has been carried out during the year.

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

c) The Company has maintained proper records of Inventory and no material discrepancies were noticed on physical verification between book records and physical balances.

iii) a) The Company has not given any loan, secured or unsecured to Companies, firms or other parties covered in the register maintained under section 301of the Companies Act, 1956 and as such the provision of clause 4 (iii) (b),(c) & (d) are not applicable.

b) The Company has not taken any loan secured/unsecured from Companies, firms or other parties covered in the register under section 301 of the Act and as such the provision of clause 4(iii) (e) to (g) are not applicable.

iv) There is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services.

v) a) The particulars of contract or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section, and

b) Transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) The Company has accepted deposits from the public in earlier years. However the Directives issued by the Reserve Bank of India and the provision of Section 58A & 58AA or any other relevant provision of the Act and the Rules framed thereunder. wherever applicable have not been complied with. However the company has repaid Rs.253.19 lakh to the Fixed Deposit Holders after take over by the present management.

vii) The Company has an internal audit system commensurate with its size and nature of business. However, it should be strengthen.

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

ix) a) The Company is generally regular in depositing undisputed statutory dues of the current financial year including Provident Fund, Employees State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service Tax, Customs duty, Excise duty, Cess and any other Statutory dues to the extent applicable with the appropriate authorities. However, in respect of above, statutory dues including for earlier years are outstanding for a period of more than six months amounting to Rs. 179.04 lakhs as below :

Particulars Amount (Rs in lakhs)

Provident Fund 41.39

E.S.I 79.96

TDS 13.42

Professional Tax 12.52

Sales Tax 31.75

Total 179.04

b) Details with respect to the period of default, due date as required to be provided under clause ix (b) with regard to disputed liability in respect of Sales Tax, Income Tax as detailed in Note No. 2 of Schedule 19B are yet to be compiled by the management and therefore, we are unable to provide the same.

x) There is no accumulated loss at the end of the financial year. The Company has neither incurred cash losses during the current year nor had incurred cash losses in immediately preceding financial year.

xi) The management has settled all the liabilities of loan taken by earlier management from financial institution / Bank except two loans amounting to Rs. 1110.05 lakhs.

xii) We have been informed and explained that the Company has not granted any loans and advances on the basis of security by way of pledge of Shares and, Debentures and other securities.

xiii) The Company is not a chit fund or a nidhi/mutual fund/ society. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

xiv) The Company is not dealing in or trading in Shares, Securities. Debentures and other Investments. Accordingly, the provisions of Clause 4(xiv) of the Companies (Auditors report) Order, 2003 are not applicable to the Company.

xv) The Company has not given any guarantee for loans taken by its Associates or Subsidiaries or others from bank or financial institutions.

xvi) The Company has taken loan amounting to Rs. 2335.00 lakhs during the year, which has been used for the purpose for which it was taken.

xvii) On the basis of information received from the management and based on the overall analysis of the balance sheet of the Company, funds raised on short term basis have not been utilized for long term investment.

xviii) The Company has not made any Preferential allotment of Shares during the year.

xix) The Company has not issued unsecured Debentures during the year.

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

xxi) According to information and explanation given to us and based on our examination of the books and records of the Company in accordance with the generally accepted auditing practices in India, we have neither come across any incidence of fraud on or by the Company nor have we been informed of any such case by the management.

for K N GUTGUTIA & CO. Chartered Accountants Firms Registration No. 304153E

6C, Middleton Street, K C Sharma

Kolkata - 700 071 Partner

Dated : April 22, 2010 Membership No. 50819