Auditor Report of Excel Glasses Ltd.

Mar 31, 2015

1. We have audited the accompanying financial statements of EXCEL GLASSES LTD ("the Company"), which comprise the Balance Sheet as at 31st March 2015 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.

2. Management's Responsibilities for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial -performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.This responsibility also includes 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.

3. Auditor's Responsibility

Our responsibility is to express an opinion on these 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.

4. Basis for Disclaimer of Opinion:

The following are the Basis for Disclaimer of Opinion

(i) Management was unable to provide appropriate supporting documentation for the majority of the transactions selected for audit. We were unable to satisfy ourselves by alternative means concerning the transactions in respect of expenditures, income, assets & liabilities reported for the period under audit. As a result of these matters, we were unable to determine whether any adjustments might have been found necessary in respect of the State of affairs as well as the loss reported by the Company;

(ii) We were notable to verify all physical inventories as well as the valuation of inventories declared in the statement due to the limitation placed on scope of our audit;

(Hi) We were not able to form an opinion on the realizable value of Trade Receivables as well as to confirm the existence of debtors, since the management is not able to produce the confirmations in respect of Trade Receivables;

5. Disclaimer of Opinion:

Because of the significance of the matters described in the Basis for Disclaimer of Opinion paragraph, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion. Accordingly, we do not express an opinion in respect of the above mentioned points.

6. Basis for Qualified Opinion:

The following are the Basis for Qualified Opinion

(i) The accumulated losses of the Company have far exceeded its entire net worth and became a Sick Industrial Company within the meaning of the Sick Industrial Companies [Special Provisions] Act, 1985. The accounts have, however, been prepared by the management on a 'Going Concern' basis. This being a technical matter and in view of uncertainties and other facts and circumstances of the case, as discussed elsewhere in the report, we are unable to express an opinion as to whether the Company can now operate as a Going Concern. However, should the Company be unable to continue as a Going Concern, the extent of the effect of the resultant adjustment on the net worth of the Company as at the year end and loss of the year, as explained by the management, is presently not ascertainable; [Refer Note No.25]

(ii) In accordance with the consistent practice being followed by the Company, provision has been made in respect of estimated total liability for future payment of Gratuity on accrual basis as against on actuarial basis, which is not in compliance with the Accounting Standard 15 - "Employee Benefits" (Refer Note No. 1.6 (ii) of Annexure).

(iii) One of the Creditor having registration under The Micro, Small and Medium Enterprises Development Act 2006 has directly informed us about their bill outstanding amounted to Rs. 2.78 Lacs as on 31st March 2014, the same were not disclosed separately as required under Revised Schedule VI of the Companies Act, 1956. [Refer Note No. 7]

(iv) The Company has not provided Depreciation as per The Companies Act 2013

We are unable to determine the financial impact of the above qualifications in points (i) to (iii) in the absence of appropriate details

7. 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 aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

8. Emphasis of Matter

(i) Attention is invited to Notes No. 32 regarding pending reconciliation and / or confirmations of accounts of sundry debtors, sundry creditors, secured loans, unsecured loans, banks and loans and advances given;

(Hi) Attention is invited to Note No. 26(a) regarding the matter that the compilation of accounting details/ information on the basis of records available on the best effort basis due to closure of its operations w.e.f 27th December2012.

(iv) Attention is invited to Note No. 26(b) regarding non provisioning of wages, salary etc.

(v) Attention is invited to clause (d) of Note No. 1.3 to Notes to Financial Statement regarding Non Provision of Depreciation in the accounts of the Company since it has closed operations w. e. f27th December2012.

Our opinion is not qualified in respect of this matter.

9. Report on Other Legal & Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure-5 a statement on the matters specified in paragraphs 3 and 4 of the said Order, to the extent applicable.

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

a) We have obtained all the information and explanations to the extent available, 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 it 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 books of account;

d) Except for the effects of the matter described in Basis of Disclaimer of Opinion Paragraph, Basis of Qualified Opinion and Emphasis of Matter Paragraph, the Balance Sheet and Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of written representations received from the Directors as on 31st March 2015 and taken on record by the Board of Directors, none of the directors of the Company are disqualified as on 31st March, 2015 from being appointed as a director as in terms of Section 164 (2) of the Companies Act, 2013.

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 financial statements disclose the impact of pending litigations on the financials positions of the Company - Refer Note No. 23 to the financial statements.

ii) The company does not have any long-term contracts requiring a provision for material foreseeable losses.

iii) The company does not have any amounts required to be transferred to the Investor Education and Protection Fund.

Annexure-5 to the Independent Auditors' Report

(Referred to in paragraph 13 under 'Report on Other legal and Regulatory Requirements 'section of our report attached)

In terms of Companies (Auditor's Report) Order 2015, issued by Central Government of India, in terms of section 143(11) of The Companies Act, 2013, we further report, on the matters specified in paragraph 3 and 4 of the said Order, that:

1. In respect of Fixed Assets

a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b. Fixed assets have not been physically verified by the management during the year since the Company has closed its operations w.e.f 27th December 2012. As informed to us, the programme is such that all the fixed assets will get physically verified in five years time. In our

opinion, the same is reasonable having regard to the size of the Company and nature of its fixed assets. No material discrepancies were noticed on such verification.

2. In respect of Inventories

a. No inventory has been physically verified by the management at reasonable intervals during the year.

b. Since no inventories has been physically verified, we are unable to comment on the adequacy in procedures on verification of Inventory.

c. In our opinion and accordingly to the information and explanations given to us, the Company is not able to maintain proper records of inventory. Since no inventories has been physically verified, no discrepancies were noticed.

3. Based on the information and explanations given to us, the Company has not granted any loan, secured / unsecured to Companies, firms or other parties covered in the register maintained u/s. 189 of the Companies Act, 2013. In view of this, sub clause (a) & (b) of clause 3 are not applicable

4. In our opinion and according to the information and explanations given to us, internal control system needs to be strengthened further to make it commensurate with the size of the Company and nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services.

5. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public during the year to which the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provision of the Act and Rules framed there under are applicable.

6. The Central Government, vide Sec. 148 (1) of the Companies Act, 2013, prescribed maintenances of cost records for all listed companies engaged in manufacturing. The Company is not maintaining the cost records for the products of the Company as prescribed in the said rules.

7. In respect of undisputed statutory dues

a. The Company is not regular in depositing with the appropriate authorities the undisputed statutory dues viz Provident Fund, Employees' State Insurance, Professional Tax, Service Tax, Excise & Customs Duty, Value Added Tax and other statutory dues with appropriate authorities during the year and there have been delays ranging between 1 to 3 years, the amounts whereof is presently not quantifiable in view of ongoing reconciliation.

b. According to the information and records of the Company made available to us, the dues outstanding in respect of Sales Tax / Custom Duty / Excise Duty / Cess which have not been deposited on account of various disputes of the Company are as under:

SI. No. Particulars O/SAmtin Period of Lacs Default

1 Defered Sales Tax 925.80 Since Jan 2010

Total in Rs. 925.80

c. In our opinion and according to the information and explanations given to us, no amount is required to transferred to Investor Education & Protection Fund by the Company in accordance with the provisions of Companies Act, 1956.

8. The Company's accumulated losses as at 31 st March 2015 is more than 50% of its net worth. The Company has incurred cash losses during the financial year and in the immediately preceding financial year. The accumulated losses of the Company have far exceeded its entire net worth and became a Sick Industrial Company within the meaning of the Sick Industrial Companies [Special Provisions] Act, 1985.

9. In our opinion and according to the information and explanations given to us, the Company has defaulted in repayment of dues to financial institutions, banks or debenture holders as on 31 st March 2015, details whereof is given herein below:

Nature of Dues of Principal Period of Financial Institutions/ Outstanding Defaults Banks Amount (Rs. In lacs)

Term Lenders 1830.26 Since2012

10. In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from any banks / financial institutions.

11. As informed to us, the Company has not availed any term loan during the previous year.

12. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For Balakrishnan & Co.

Chartered Accountants

FRN:011890S



CA.Balakrishnan. M F.C.A

(Partner)

Membership No: 218798

Place :Kochi-20

Date :30th May, 2015

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Mar 31, 2014

1. We have audited the accompanying financial statements of EXCEL GLASSES LTD ("the Company"), which comprise the Balance Sheet as at 31st March 2014 the statement of Profit and Loss and the Cash Flow Statement for the 18 months then ended, and a summary of significant accounting policies and other explanatory information.

2. Management''s Responsibilities for the Financial Statements

Management is responsible for the preparation of theses 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") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes design, implementation and maintenance of internal control relevant to the preparation of the financial statements that give a true and fair view and are free of material misstatement, whether due to fraud or error.

3. Auditor''s Responsibility

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

An audit involves performing procedure to obtain audit evidences about the amounts and disclosures in the financial statements. The procedure selected depends on the auditor''s judgment, including the assessment of 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, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

4. Basis for Disclaimer of Opinion:

(I) We were not able to verify all physical inventories as well as the valuation of inventories declared in the statement due to the limitation placed on scope of our audit;

(ii) We were not able to form an opinion on the realizable value of debtors, since the management is not able to produced the confirmations in respect of Account Receivables;

5. Disclaimer of Opinion:

Because of the significance of the matters described in the Basis for Disclaimer of Opinion paragraph, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion. Accordingly, we do not express an opinion in respect of the above mentioned points.

6. Basis for Qualified Opinion:

(I) The accumulated losses of the Company have far exceeded its entire net worth and became a Sick Industrial Company within the meaning of the Sick Industrial Companies [Special Provisions] Act, 1985. The accounts have, however, been prepared by the management on a ''Going Concern''basis. This being a technical matter and In view of uncertainties and other facts and circumstances of the case, as discussed else where In the report, we are unable to express an opinion as to whether the Company can now operate as a Going Concern. However, should the Company be unable to continue as a Going Concern, the extent of the effect of the resultant adjustment on the net worth of the Company as at the year end and loss of the year, as explained by the management, Is presently not ascertainable; [Refer Note No.25]

(ii) In accordance with the consistent practice being followed by the Company, provision has been made in respect of estimated total liability for future payment of Gratuity on accrual basis as against on actuarial basis, which is not in compliance with the Accounting Standard 15 - "Employee Benefits" (Refer Note No. 1.6 (ii) of Annexure I).

(iii) One of the Creditor having registration under The Micro, Small and Medium Enterprises Development Act 2006 has directly informed us about their bill long outstanding amounted to Rs. 2.87 Lacs, the same were not disclosed separately as required under Revised Schedule VI of the Companies Act, 1956. [Refer Note No. 7]

7. Qualified Opinion:

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

(a) In the case of the Balance sheet, of the state of affairs of EXCEL GLASSES LTD as at 31st March 2014; and

(b) in the case of the Profit & Loss Account, of the loss for the period ended on that date.

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

8. Emphasis of Matter

(i) Attention is invited to Notes No. 32 regarding pending reconciliation and / or confirmations of accounts of sundry debtors, sundry creditors, secured loans, unsecured loans, banks and loans and advances given;

(ii) Attention is invited to Note No. 26 (a) regarding the matter that the compilation of accounting details / information on the basis of records available on the best effort basis due to the closure of its operations w.e.f 27th December 2012;

(iii) Attention is invited to Note No. 28 & 29 regarding non-provisioning of interest on Sales Taxes demands as well as non-payment of deferred sales tax liabilities includes its interest & penalties, in expectation of various waivers /reductions/remissions/concession.

Our opinion is not qualified in respect of this matter.

9. Report on Other Legal & Regulatory Requirements

1. As required by the Companies (Auditors'' Report) Order, 2003, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we report in the Annexure a statement on the matters specified in the paragraph 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 except tor the effect of the matter described in the Basis for Disclaimer of Opinion paragraph, 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 it appears from our examination of those books except tor the effect of the matter described in the Basis for Disclaimer of Opinion paragraph [and proper returns adequate for the purpose of our audit have been received from branches not visited by us.];

c) The Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report are in agreement with books of account [and with the returns received from branches not visited by us.];

d) Except tor the effects of the matter described in Basis of Disclaimer of Opinion Paragraph, Basis of Qualified Opinion and Emphasis of Matter Paragraph, the Balance Sheet and Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211 (3C) of the Act, to the extent applicable;

e) On the basis of written representations received from the Directors as on 31st March 2014 and taken on record by the Board of Directors, none of the directors of the Company are disqualified as on 31st March, 2014 from being appointed as a director as in terms of Section 274(1) (g) of the Companies Act, 1956.

ANNEXURE REFERRED TO IN OUR REPORT OF EVEN DATE ON THE ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2014 OF EXCEL GLASSES LIMITED

1. In Respect of its fixed Asset:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) Fixed assets have not been physically verified by the management during the year since the Company has close its operations w.e.f 27th December 2012. As informed to us, the programme is such that all the fixed assets will get physically verified in five years time. In our opinion, the same is reasonable having regard to the size of the Company and nature of its fixed assets. No material discrepancies were noticed on such verification.

c) In our opinion, the Company has not disposed of substantial part of fixed assets during the period.

2. In Respect of Inventories:

a) In our opinion and according to the information & explanations provided, no inventory has been physically verified by the management at reasonable interduring the period under audit.

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

c) In our opinion and accordingly to the information and explanations given to us, the Company is not able to maintain proper records of inventory. Since no physical verification of the Inventory has been conducted during the period under audit, no discrepancies noticed.

3. In respect of loans granted / taken to / from Companies, firms or other parties covered in the register maintained u/s. 301 of the Companies Act, 1956:

(a) The Company has not granted any loan, secured / unsecured to Companies, firms or other parties covered in the register maintained u/s. 301 of the Companies Act, 1956. In view of this, sub clause (b) (c) & (d) of clause 3 are not applicable (b) The Company has not taken any loan, secured / unsecured from Companies, firms or other parties covered in the register maintained u/s. 301 of the Companies Act, 1956. In view of this, sub clause (e) (f) & (g of clause 3 are not applicable.

4. In our opinion and according to the information and explanations given to us, internal control system needs to be strengthened further to make it commensurate with the size of the Company and nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services.

5. In respect of transactions with Companies, firms or other parties covered in the register maintained u/s. 301 of the Companies Act, 1956:

(a) According to the explanation & information provided to us, during the year under audit there have been no contracts and arrangements entered by the Company which needs to be entered in the register maintained u/s. 301 of the Companies Act.

(b) In view of clause above, sub clause (b) is not applicable

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public during the year to which the directives issued by the Reserve Bank of India and the provisions of Section 58A and 58AA or any other relevant provision of the Act and Rules framed there under are applicable.

7. The Company does not have an internal audit system.

8. The Central Government, vide their Notification No. 52/10/CAB -2010 dated 3rd June 2011, issued Cost Accounting Record Rules, 2011 whereby all listed companies engaged in manufacturing, has to maintain, in respect of each financial year commencing on or after 1st day of April 2011, cost records for the products of the company as specified in the rules. In our opinion, the Company has not maintained the cost records for the products of the Company as prescribed in the said rules.

9. a) The Company is not regular in depositing with the appropriate authorities the undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax /Vat, Excise Duty, Custom Duty, Cess and other material statutory dues viz. Professional Tax, Municipal Tax and Property Tax during the year and there have been delays ranging between 1 to 3 years, the amounts whereof is presently not quantifiable in view of ongoing reconciliation.

b) According to the information and records of the Company made available to us, the dues outstanding in respect of Income Tax / Sales Tax / Wealth Tax / Service Tax / Custom Duty / Excise Duty / Cess which have not been deposited on account of various disputes of the Company are as under:

SI. Particulars O/S Amt ln Period of No. Lacs Default

1 Defered Sales Tax 925.80 SinceJan2010

Total In Rs. 925.80

10) The Company''s accumulated losses as at 31st March 2014 is more than 50% of its net worth. The Company has incurred cash losses during the period under audit and in the immediately preceding financial year.

11) In our opinion and according to the information and explanations given to us, the Company has defaulted in repayment of dues to financial institutions, banks or debenture holders as on 31st March 2014, details whereof is given herein below:

Nature of Dues of Principal Period of Financial Institutions/ Outstanding Defaults Banks Amount (Rs. In lacs)

Term Lenders 1211.98 Since 2012

12) In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

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

14) The Company is not dealing or trading in shares, securities, debentures and other investments.

15) According to the information and explanations given to us and the records examined by us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16) As informed to us, the Company has not availed any term loan during the previous year.

17) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, I report that the funds raised on short-term basis during the year have not been used for long-term investment or vice versa.

18) During the year, the Company has not made any preferential allotment of shares to parties and Companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19) The Company has not issued any debenture during the year.

20) The Company has not raised any money by way of public issue during the year.

21) In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For Joseph & Namplathiri Chartered Accountants FRN.005420S

CA.BIJU NARAYANAN F.C.A (Partner) M.No.219427 Alappuzha: 4th September, 2014

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Sep 30, 2012

1. We have audited the attached Balance Sheet of Excel Glasses Limited (The Company), having its registered office situated at Udayanagar, Pathirapally, Alappuzha - 688 521 (Kerala), as at 30th September 2012 and the Profit and loss Account and the Cash Flow Statement for the period ended on that date, annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have 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, evidences supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluatinjg the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors'' Report) Order, 2003, (as amended) issued by the Central Government of India in terms of sub section (4A) of Section 227 of the Companies Act, 1956 of India (the "Act") and on the basis of such checks of the books and records of the Company, as we have considered appropriate, and on the basis of the information and explanations given to us during the course of our audit, we have given in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

4. We further state that:

(i) The accumulated losses of the Company have far exceeded Its entire net worth and became a Sick Industrial Company within the meaning of the Sick Industrial Companies [Special Provisions] Act, 1985. The accounts have, however, been prepared by the management on a ‘Going Concern''basis. This being a technical matter and in view of uncertainties and other facts and circumstances of the case, as discussed elsewhere in the report, we are unable to express an opinion as to whether the Company can now operate as a Going Concern. However, should the Company be unable to continue as a Going Concern, the extent of the effect of the resultant adjustment on the net worth of the Company as at the year end and loss of the year, as explained by the management, is presently not ascertainable; [Refer NoteNo.25]

(ii) Attention is invited to Notes No. 7 regarding non- disclosure of amount payable to Micro, Small and Medium Enterprises;

Subject to above and further to our comments in the Annexure referred to in the above paragraph, 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 it appears from our examination of those books.

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

d) In our opinion, the Balance Sheet and Profit & Loss Account dealt with by this report comply with the Accounting Standards ("AS") referred to in sub-section (3C) of section 211 of the Companies Act, 1956except:

1) regarding the accounting of provision for gratuity on non actuarial basis, which is not in compliance with the requirement of AS -15 ‘Employee benefits", the effect of the same is not quantifiable. [Refer Note 1.6 (ii) of Significant Accounting Policies]

e) On the basis of written representations received from the directors of the Company and taken on record by the Board of Directors, we report that none of the directors of the Company is disqualified from being appointed as director under Section 274 (1) (g) of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to what is stated above having consequential impact on Profit for the period, Reserves and Surplus and Assets / Liabilities, amount to the extent ascertainable and read together with Significant Accounting Policies and Notes there on and schedules thereto give the information required by the Companies Act, 1956 in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India:

i. in so far as it relates to Balance Sheet, of the state of affairs of the Company as at 30th September 2012 and

ii. in so far as it relates to the Profit and Loss Account, of , the loss of the Company for the period ended on that date.

iii. in so far as it relates to the Cash Flow Statement, of the cash flows of the Company for the period ended on that date.

ANNEXURETOTHE AUDITORS'' REPORT REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE

1) In respect of its fixed assets,

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) Fixed assets have been physically verified by the management during the year as per the phased programme of physical verification of fixed assets. As informed to us, the programme is such that all the fixed assets will get physically verified in five years time. In our opinion, the same is reasonable having regard to the size of the Company and nature of its fixed assets. No material discrepancies were noticed on such verification.

c) In our opinion, the Company has not disposed of substantial part of fixed assets during the period.

2) In respect of inventories:

a) As explained to us, the inventories have been physically verified by the management at the year end.

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

c) The Company has maintained proper records of inventories. As explained to us, the material discrepancies noticed in the physical verification of inventory as compared to the book records is duly adjusted.

3) In respect of Loans, secured or unsecured, granted or taken by the Company to/from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

a) The Company has not granted any loans to Company, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

b) The Company has taken temporary loans from 2 parties amounted to Rs. 75 lacs. The maximum amount involved during the period and period end balances of loans taken from such companies were Rs. 419.80 lacs respectively.

c) In our opinion, the rate of interest and other terms and conditions on which loan have been taken are not, prima facie, prejudicial to the interest of the Company.

d) There is no overdue amount in respect of loan granted/taken by the Company.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods. During the course of our audit, we have not observed any major weaknesses in internal controls.

5) In our opinion and according to the information and explanation given to us, there were no transactions made by the Company in pursuance of contracts or arrangements required to be entered in the register maintained under section 301 of the Companies Act, 1956.

6) In our opinion and according to the information and explanations given to us, the Company has accepted deposits from companies which are not treated as deposits accepted in violation of amended Section 3(1)(iii)(d) of the Companies Act, 1956 (with effect from 13/12/2000) as Inter Corporate Deposits are not included in the definition of ‘Deposits'' pursuant to Rule 2(b) of the Companies (Acceptance of Deposits) Rules,1975. [Refer Note No. 24]

7) In our opinion, the internal audit system of the Company is commensurate with its size and nature of its business.

8) The Central Government, vide their Notification No. 52/10/CAB -2010 dated 03rd June 2011, issued Cost Accounting Record Rules, 2011 whereby all listed companies engaged in manufacturing, has to maintain, in respect of each financial year commencing on or after 01st day of April 2011, cost records for the products of the company as specified in the rules. In our opinion, the Company is in the process of maintaining the cost records for the products of the Company as prescribed in the said rules.

9) In respect of statutory dues,

a) According to the records of the Company, undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Value added Tax, Sales Tax, Customs duty, Excise Duty, Cess and other statutory dues have not been deposited regularly with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were in arrears as at 30th September 2012 for a period of more than six months from the date of becoming payable, except in case of following:

SI. No. Particulars O/S Amt in Lacs Period of Default

1 PF Contribution 7.36 Since April 2012

2 ESI Contribution 1.82 Since April 2012

3 ESI Contribution 1.52 Since Jan 2012 [Contractors Dues]

4 Defered Sales Tax 237.01 Since Jan 2010

Total in Rs. 247.71

b) According to the information and explanations given to me, there are no dues of Customs duty, Wealth tax, Service tax, excise duty and cess which have not been deposited on account of any dispute.

10) The Company has been registered for a period exceeding five years and its accumulated losses have exceeded fifty percent of its net worth and has incurred cash losses during the financial year covered by our audit as well as in the case of immediately preceding financial period.

We further states that the Company is a Sick Industrial Company within the meaning of Section 23 (1) of the Sick Industrial Companies (Special Provisions) Act, 1985 as the accumulated losses of the Company have resulted into erosion of more than fifty percent of its net worth during the last year.

11) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not in default in repayment of dues to financial institutions, banks or debenture holders at the period end.

12) In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13) In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/ society. Therefore, clause 4(xiii) of the Companies (Auditor''s Report) Order 2003 is not applicable to the Company.

14) The Company is not dealing or trading in shares, securities, debentures and other investments.

15) According to the information and explanations given to us and the records examined by us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16) According to the information and explanations given to us and the records examined by us, the term loans have been applied for the purpose for which they were raised.

17) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not used for long term investments, the funds raised on short term basis and vice versa.

18) During the period, the Company has not made any preferential allotment of shares to parties and Companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19) The Company has not issued any debentures during the Period.

20) The Company has not raised any money by way of public issue during the period.

21) In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the period that causes the financial statements to be materially misstated.

For JOSEPH & NAMPIATHIRI

Chartered Accountants

FRN 005420S

CA.BIJU NARAYANAN, F.C.A. Partner

M. No. 219427

Alappuzha: 22nd November 2012

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Sep 30, 2010

1. I have audited the attached Balance Sheet of Excel Glasses Limited (The Company), having its registered office situated at Udayanagar, Pathirapally, Alappuzha - 688 521 (Kerala State), as at 30th September 2010 and 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. My responsibility is to express an opinion on these financial statements based on my audit.

2. I have conducted my audit in accordance with auditing standards generally accepted in India. Those Standards require that I 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, evidences supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

3. As required by the Companies (Auditors Report) Order, 2003, (as amended) issued by the Central Government of India in terms of sub section (4A) of Section 227 of the Companies Act, 1956 of India (the "Act") and on the basis of such checks of the books and records of the Company, as I have considered appropriate, and on the basis of the information and explanations given to me during the course of my audit, I have given in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

4. I further state that:

(i) The Company has become a potential Sick Industrial Company within the meaning of Section 23 (1) of the Sick Industrial Companies (Special Provisions) Act, 1985 as the accumulated losses of the Company have resulted into erosion of more than fifty percent of its net worth during the immediately preceding four financial years. However, the accounts have been prepared on a "going concern basis". The management expects certain concessions / waiver from the secured lenders upon settlements /Government of Kerala necessary for the proposed revival of the Unit. This being a technical matter and the extent of the concessions/waivers not exactly known as of now, I am unable to express an opinion thereof. However, should the Company be unable to continue as a Going Concern, the extent of the effect of the resultant adjustment on the net worth of the Company as at the balance sheet date and Profits of the year, as explained by the management, is presently not ascertainable;. (Refer Note No.5 in Schedule 15);

(ii) Attention is invited to Notes No. 10 (a) & (b), of Schedule 15 regarding disclosure of assignment of Company debts by Public Financial Institutions.

The Company has not provided for interest/ penalties on term debts subsequent to the assignment of debts as mentioned above, the effect of which can not be quantified as on Balance Sheet date. (Refer Note No. 10 in schedule 15);

(iii) The Company has not provided for accrued dividend of Rs.792.58 Lacs on Cumulative Redeemable. Preference Shares, which has resulted into understatement of liability and losses to that extent. (Refer Note No.8 (i) of Schedule 15);

(iv) The Company has not provided for interest/ penalties on default of payment of dividend accrued or redemption amount due on Preference Shareholders the effect of which can not be quantified. (Refer Note No. 8 (ii) of schedule 15);

(v) The Company has defaulted in redemption of the Cumulative Redeemable Preference Shares of Rs.952.72 Lacs, which is in violation of the provisions of the Section 80 of the Companies Act, 1956. (Refer Note No.8 (Hi) in Schedule 15);

(vi) During the Year, the Company has changed the accounting policy in respect of Gratuity from cash basis to accrual basis. Accordingly, the Company has made provision for gratuity liability accrued of Rs.289.37 Lacs (including Rs.272.06 Lacs accrued for the previous accounting periods);

(vii) One of the Creditors has filed a voluntary winding up petition u/s. 433 r.w.s 434 of Companies Act, 1956 before Honble High Court of Kerala for recovery of their dues. Any adverse decree /order by the Honble High Court of Kerala against the Company may affect the going concern concept adopted by the Company. Accordingly, it may affect the financial statement for the reporting period and my opinion exposed here;;

(viii) Attention is invited to Notes No.3 of Schedule 15 regarding non-disclosure of amount payable to Micro, Small and Medium Enterprises;

(ix) Attention is invited to Note No. 14 of Schedule 15 regarding the recoverability of Deferred Tax Asset of Rs. 1,087.31 Lacs based on the revival scheme of the Company, of which Im not in a position to express an opinion on the virtual certainty;

(x) The company has not made any provision for obsolete and non-moving stores, spares, tools & moulds, the effect of which cannot be quantified. (Refer Note No. 16 of Schedule 15) Subject to above and further to my comments in the Annexure referred to in the above paragraph, I report that:

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

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

c)/ The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet and Profit & Loss Account dealt with by this report comply with the Accounting Standards (AS") referred to in sub-section (3C) of section 211 of the Companies Act, 1956 except:

I) regarding non-provisioning of excise duty on finished goods held at factory premises amounting to Rs.8.02 Lacs which is not in compliance with the requirement of AS - 2 "Valuation of Inventories" The non- provisioning has resulted in the understatement of provision and stock to that extent. However the same has no effect on the Profit (Loss) of the period. (Refer Note to Accounts No. 7]

II) regarding non compliance with disclosure requirements of AS-28 "Impairment of Assets".

e) On the basis of written representations received from the directors of the Company and taken on record by the Board of Directors, I report that none of the directors of the Company is disqualified from being appointed as director under Section 274 (1)(g) of the Companies Act, 1956 except in case of Mr.Prashant Somani, Director who has been appointed as a director in a sick industrial Company registered with the BIFR under the Provisions of the SICA, 1981 and whose application for exemption from the provisions of section 274(1)(g) is pending for consideration before BIFR.

f) In my opinion and to the best of my information and according to the explanations given to me, the said accounts subject to what is stated in paragraph 4 and2 (d) above having consequential impact on Profit for the period, Reserves and Surplus and Assets, amount not ascertainable and read together with Significant Accounting Policies and Notes there on and schedules thereto give the information required by the Companies Act, 1956 in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India:

i. in so far as it relates to Balance Sheet, of the state of affairs of the Company as at 30th September 2010 and

ii. in so far as it relates to the Profit and Loss Account, of the loss of the Company for the year ended on that date.

iii. in so far as it relates to the Cash Flow Statement, of the cash flows of the Company for the year ended on that date. *

ANNEXURE TO THE AUDITORS REPORT REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE

1) In respect of its fixed assets,

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) Fixed assets tiave not been physically verified by the management during the year. As informed to me, the programme is such that all the fixed assets will get physically verified in five years time. In my opinion, the same is reasonable having regard to the size of the Company and nature of its fixed assets. No material discrepancies were noticed on such verification.

c) In my opinion, the Company has not disposed of substantial part of fixed assets during the period.

2) In respect of inventories:

a) As explained to me, the inventories have not been physically verified by the management at the year end.

b) I am not in a position to comment on the procedure of physical verification of inventories followed by the management in relation to the size of the Company and the nature of its business.

c) The Company has maintained proper records of inventories. In the absence of physical verification, I am not in a position to comment whether the material discrepancies noticed in the physical verification of inventory as compared to the book records are duly adjusted.

3) In respect of Loans, secured or unsecured, granted or taken by the Company to/from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

a) The Company has not granted any loans to Company, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

b) The Company has taken temporary loans from 3 parties amounted to Rs.1.90 Lacs. The maximum amount involved during the year and year end balances of loans taken from such companies were Rs. 1.90 lacs and Rs.3.17 Lacs, respectively.

c) In my opinion, the rate of interest and other terms and conditions on which loan have been taken are not, prima facie, prejudicial to the interest of the Company.

d) There is no overdue amount in respect of loan granted/ taken by the Company.

4) In my opinion and according to the information and explanations given to me, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods. During the course of my audit, I have not observed any major weaknesses in internal controls.

5) In my opinion and according to the information and explanation given to me, there are no transactions made by the Company in pursuance of contracts or arrangements required to be entered in the register maintained under section 301 of the Companies Act, 1956.

6) The Company has not accepted any deposits from the public.

7) In my opinion, the internal audit system of the Company is commensurate with its size and nature of its business.

8) The Central Government has not prescribed maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956 for the products of the Company.

9) In respect of statutory dues,

a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs duty, Excise Duty, Cess and other statutory dues have not been deposited regularly with the appropriate authorities. According to the information and explanations given to me, no undisputed amounts payable in respect of the aforesaid dues were in arrears as at 30th September 2010 for a period of more than six months from the date of becoming payable, except in case of excise duty payable of Rs.86.28 lacs.

b) According to the information and explanations given to me, there are no dues of Customs duty, Wealth tax, Service tax, excise duty and cess which have not been deposited on account of any dispute except the followings:

Name Forum where Amount

SI. Nature of the Dispute (Rs. in Remarks No. Statute Dues is pending Lakhs

1. Kerala Govt Entry Tax on Hon. Supreme 27.86 Honble High Sales Tax Act import of Court Court of Furnace Oil Kerala decided the appeal in favour of of the Company. State Govt of Kerala chall -enged the order of Honble High Court before the Honble Supreme Court.

10) The Company has been registered for a period exceeding five years and its accumulated losses have exceeded fifty percent of its net worth and has incurred cash losses during the financial year covered by my audit as well as in the case of immediately preceding financial period.

11) Based on my audit procedures and according to the information and explanations given to me, I am of the opinion - that the Company has not in default in repayment of dues to financial institutions, banks or debenture holders at the yearend except the following:

Name of Fin. Period of Amount of Institution/ Default Default Remarks Banks (Rs. In Lakhs)

Kotak Mahindra Since July, 2009 0.94 Subject to Bank Reconciliation



12) In my opinion and according to the information and explanations given to me, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13) In my opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore, clause 4(xiii) of the Companies (Auditors Report) Order 2003 is not applicable to the Company.

14) The Company is not dealing or trading in shares, securities, debentures and other investments.

15) According to the information and explanations given to me and the records examined by me, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16) As informed to me, no term loan has been availed by the Company during the period.

17) Based on my audit procedures and according to the information and explanations given to me, I am of the opinion that the Company has not used for long term investments, the funds raised on short term basis.

18) During the period, the Company has not made any preferential allotment of shares to parties and Companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19) The Company has not issued any debentures during the Period.

20) The Company has not raised any money by way of public issue during the period.

21) In my opinion and according to the information and explanations given to me, no fraud on or by the Company has been noticed or reported during the period that causes the financial statements to be materially misstated.

For JOSEPH & NAMPIATHIRI

Chartered Accountants

FRN. 005420S

CA. BIJU NARAYANAN A.C.A

Place: Alappuzha (Proprietor)

Dated : 01.12.2010 M.No. 219427