Auditor Report of Gujarat Metallic Coal & Coke Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Gujarat Metallic Coal & Coke Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and the Cash Flow Statement for six months period then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT'S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

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

2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting 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.

AUDITOR'S RESPONSIBILITY

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

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

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the 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, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March,

2015, and its profit and its cash flows for six months period ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

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

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

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

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

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

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

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

i. The Company does not have any pending litigations which would impact its financial position.

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

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

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date to the members of Gujarat Metallic Coal & Coke limited for six months period ended March 31, 2015.

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

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

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

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

(c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory and shortage/excess noticed on physical verification, referred in Note No. 31, as compared to book records, have been properly dealt with in the books of account.

(III) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties except current account transactions covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, sub-clauses (a) & (b) of clause (iii) of paragraph 3 of the Order are not applicable to the Company.

(IV) In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and with regard to sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the aforesaid internal control system.

(V) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits. Therefore, the directives issued by the Reserve Bank of India and the provisions of section 73 to 76 or any other relevant provisions of the Companies Act and rules framed thereunder are not applicable to the Company.

(VI) According to the information and explanation given to us, maintenance of cost records have not been prescribed by the Central Government under Section 148 (1) of the Companies Act, 2013 for the business carried on by the Company.

(VII) (a) According to the information and explanations given to us and on the basis of our examination of the books of account, in our opinion the Company has been generally regular in depositing with the appropriate authorities undisputed statutory dues including provident fund, employees' state Insurance, Income tax, sales tax, wealth tax, service tax, duty of custom, duty of excise, value added tax, cess and other material statutory dues to the extent applicable to it. There is no undisputed amounts payable as at 31st March, 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there were no dues in respect of income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax and cess that have not been deposited with the appropriate authorities on account of any dispute other than those as mentioned here-in-below:

Name of The Nature of dues Amount statute (Rs. in '000)

I.Tax Act, 1961 Income Tax 263

I.Tax Act, 1961 Income Tax 7

Name of The Period to which the Forum where the statute amount relates dispute is pending

I.Tax Act, 1961 FY:2005-06 CIT (Appeals)

I.Tax Act, 1961 FY:2004-05 DC Circle-2

(c) According to the information and explanations given to us, there has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund by the Company.

(VIII) The Company has no accumulated losses as at 31st March, 2015 and the Company has not incurred cash losses in the financial period covered by our audit report and in the immediately preceding financial year.

(IX) 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, the details are given below:-

(Rs. in Lacs)

Particulars Delays up Delays Total to 30 days 31-90 days

Term Loan from bank 70.00 - 70.00

Interest Liabilities 15.45 14.48 29.93

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

(XI) According to the information and explanations given to us, the term loans obtained by the Company were applied for the purpose for which such loans were obtained.

(XII) Based on the audit procedures and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For N. C. Banerjee & Co. Chartered Accountants Firm Regn. No.302081E

A. Paul Place : Kolkata Partner Date : 30th May, 2015 Membership No. 06490

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Sep 30, 2014

We have audited the accompanying financial statements of Gujarat Metallic Coal & Coke Limited ("the Company"), which comprise the Balance Sheet as at September 30, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements, as mentioned in the Note 1(B) attached with the Accounts 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 but not for the purpose of expressing an opinion on the effectiveness of the entity’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.

Opinion

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at September 30, 2014;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2003 ("the Order") 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 purpose of our audit;

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

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

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

e) on the basis of written representations received from the directors as on September 30, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on September 30,2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

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

Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date to the members of Gujarat Metallic Coal & Coke limited for the year ended September 30, 2014.

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

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

(c) During the year the Company has not disposed off any of its fixed assets.

(II) (a) The inventories have been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of verification is reasonable.

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

(c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory and discrepancies noticed on physical verification as compared to book records were not material and have been properly dealt with in the books of account.

(III) The Company has neither granted nor taken any loans, secured or unsecured to or from companies, firms or other parties except current account transactions covered in the register maintained under section 301 of the Companies Act,1956. Accordingly, sub-clauses (a),(b), (c),(d),(e),(f) & (g) of clause (iii) of paragraph 4 of the Order are not applicable to the Company.

(IV) In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the aforesaid internal control system.

(V) (a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) According to the information and explanations given to us, we are of the opinion that the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rs.5 lacs in respect of each party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(VI) The Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Companies Act, 1956

(VII) As explained to us, the Company has an adequate internal audit system commensurate with the size of the Company and the nature of its business.

(VIII) According to the information and explanation given to us, maintenance of cost records have not been prescribed by the Central Government under Section 209 (1) (d) of the Companies Act,1956 for the business carried on by the Company.

(IX) (a) According to the information and explanations given to us and on the basis of our examination of the books of account, in our opinion the Company has been generally regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Employees'' State Insurance, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues to the extent applicable to it. There is no undisputed amounts payable as at 30th September,2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there were no dues in respect of income tax, sales tax, wealth tax, service tax, custom duty and excise duty and cess that have not been deposited with the appropriate authorities on account of any dispute other than those as mentioned here-in-below:

Name of the Nature of dues Amount Period to which the statute amount relates (Rs. in ''000)

I.Tax Act, 1961 Income Tax 263 FY:2005-06

I.Tax Act,1961 Income Tax 7 FY:2004-05

Name of the Statute Forum where the dispute is pending

I.Tax Act, 1961 CIT (Appeals)

I. Tax Act 1961 DC Circle-2

(X) The Company has no accumulated losses as at 30th September, 2014 and the Company has not incurred cash losses in the financial year covered by our audit report and in the immediately preceding financial year.

(XI) In our opinion and according to the information and explanations given to us, the Company has defaulted in repayment of dues to bank in respect of Bill Discounting and Letter of Credit facilities as mentioned here in below :

Nature of Dues Amount (Rs. in Crores) Period of Default

Bill Discounting Credit facility 7.18 Since 09.10.2013

Letter of Credit facility 9.98 Since 30.12.2013

(XII) 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) In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi / mutual benefit fund /society.

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

(XV) 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 banks or financial institutions.

(XVI) According to the information and explanations given to us, the Company has not taken any term loan during the year under review.

(XVII) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of opinion that no funds raised on short term basis have been used for long term investment.

(XVIII) According to the information and explanations given to us, 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.

(XIX) During the year covered by our audit report, the Company has not issued any debenture.

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

(XXI) Based on the audit procedures and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For N. C. Banerjee & Co. Chartered Accountants Firm Regn. No.302081E

A. Paul Place : Kolkata Partner Date : 29th November, 2014 Membership No. 06490

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Sep 30, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Gujarat Metallic Coal & Coke Limited ("the Company"), which comprise the Balance Sheet as at September 30, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''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 audit opinion.

Opinion

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at September 30, 2013;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") 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 purpose of our audit;

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

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

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

e) on the basis of written representations received from the directors as on September 30, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on September 30,2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

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

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT Gujarat Metallic Coal & Coke Limited

Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date to the members of Gujarat Metallic Coal & Coke limited for the year ended September 30, 2013.

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

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

(c) During the year the Company has not disposed off any of its fixed assets.

(II) (a) The inventories have been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of verification is reasonable.

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

(c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory and discrepancies noticed on physical verification as compared to book records were not material and have been properly dealt with in the books of account.

(III) The Company has neither granted nor taken any loans, secured or unsecured to or from companies, firms or other parties except current account transactions covered in the register maintained under section 301 of the Companies Act,1956. Accordingly, sub-clauses (a),(b), (c),(d),(e),(f) & (g) of clause (iii) of paragraph 4 of the Order are not applicable to the Company.

(IV) In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the aforesaid internal control system.

(V) (a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) According to the information and explanations given to us, we are of the opinion that the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rs.5 lacs in respect of each party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(VI) The Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Companies Act, 1956

(VII) As explained to us, the Company has an adequate internal audit system commensurate with the size of the Company and the nature of its business.

(VIII) According to the information and explanation given to us, maintenance of cost records have not been prescribed by the Central Government under Section 209 (1) (d) of the Companies Act,1956 for the business carried on by the Company.

(IX) According to the information and explanations given to us and on the basis of our examination of the books of account, in our opinion the Company has been generally regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Employees'' State Insurance, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues to the extent applicable to it. There is no undisputed amounts payable as at 30th September, 2013 for a period of more than six months from the date they became payable.

(X) The Company has no accumulated losses as at 30th September, 2013 and the Company has not incurred cash losses in the financial year covered by our audit report and in the immediately preceding financial period.

(XI) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

(XII) 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) In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi / mutual benefit fund /society.

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

(XV) 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 banks or financial institutions.

(XVI) According to the information and explanations given to us, the Company has not taken any term loan during the year under review.

(XVII) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of opinion that no funds raised on short term basis have been used for long term investment.

(XVIII) According to the information and explanations given to us, 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.

(XIX) During the year covered by our audit report, the Company has not issued any debenture.

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

(XXI) Based on the audit procedures and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For N. C. Banerjee & Co.

Chartered Accountants

Firm Regn. No.302081E

A. Paul

Place : Kolkata Partner

Date : 29th November, 2013 Membership No.06490

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Mar 31, 2010

We have audited the attached Balance Sheet of Arvind Chemicals Limited, as at 31 st March, 2010 and also the annexed Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date. 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 have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards required that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 and on the basis of such checks of books and records of the company as we considered appropriate and according to the information and explanation given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable.

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

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

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

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

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

V. On the basis of written representations received from the directors, as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 st March, 2010 from being appointed as a director in terms of clause (g) of sub-section(l) of section 274 of the Companies Act, 1956;

VI. In our opinion and to the best of our information and according to the information and explanations given to us, the said accounts read together with the significant accounting policies in schedule 14 and notes appearing thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Annexure referred to in paragraph 3 of our Report of even date to the members of Arvind Chemicals Limited for the year ended 31st March, 2010.

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

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

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

(II) (a) The inventories have been physically verified by the management at regular intervals during the year. In our opinion, the frequency of verification is reasonable.

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

(c) In our opinion and according to the information and explanations given to us, the company is maintaining proper records of inventory and discrepancies noticed on physical verification as compared to book records were not material and have been properly dealt with in the books of account.

(III) The Company has neither granted nor taken any loans, secured or unsecured to or from companies, firms or other parties except current account transactions covered in the register maintained under section 301 of the Companies Act,1956. Accordingly, sub-clauses (a),(b), (c),(d),(e),(f) & (g) of clause (iii) of paragraph 4 of the Order are not applicable to the Company.

(IV) In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the aforesaid internal control system.

(V) (a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) According to the information and explanations given to us, we are of the opinion that the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rs.5 lacs in respect of each party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(VI) The Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Companies Act, 1956

(VII) As explained to us, the company has an adequate internal audit system commensurate with the size of the company and the nature of its business.

(VIII) According to the information and explanation given to us, maintenance of cost records have not been prescribed by the Central Government under Section 209 (1) (d) of the Companies Act,1956 for the business carried on by the company.

(IX) (a) According to the information and explanations given to us and on the basis of our examination of the books of account, in our opinion the company has been generally regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues to the extent applicable to it. There is no undisputed amounts payable as at 31st March,2010 for a period of more than six months from the date they became payable.

(b)According to the information and explanations given to us, there were no dues in respect of income tax, sales tax, wealth tax, service tax, custom duty and excise duty and cess that have not been deposited with the appropriate authorities on account of any dispute other than those as mentioned here-in-below:

Name of the Nature of Amount Period to which Forum where statute dues (Rs. in the amount the relates 000) dispute is pending I. Tax Act, 1961 Income Tax 263 FY: 2005-06 CIT (Appeals)

7 FY : 2004-05 DCCircle-2

(X) The Company has no accumulated losses as at 31st March 2010 and the Company has not incurred any cash losses in the financial year covered by our audit report and in the immediately preceding financial year.

(XI) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

(XII) 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) In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi / mutual benefit fund /society.

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

(XV) 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 banks or financial institutions.

(XVI) According to the information and explanations given to us, the Company has not taken any term loan during the year under review.

(XVII)According to the information and explanations given to us and on an oveall examination of the balance sheet of the Company, we are of opinion that no funds raised on short term basis have been used for long term investment.

(XVIII)According to the information and explanations given to us, 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.

(XIX) During the year covered by our audit report, the •-ompany has not issued any debenture.

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

(XXI) Based on the audit procedures and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.



For N.C.Banerjee & Co. Chartered Accountants (Registration No.302081 E)

B. Basu Place :Kolkata Partner Date : 29th May, 2010 Membership No.12748