Auditor Report of Hardcastle & Waud Manufacturing Company Ltd.

Mar 31, 2024

Hardcastle and Waud Manufacturing Company Limited,

Report on the Audit of the Indian Accounting Standards ("Ind AS") Financial Statements

Opinion

We have audited the accompanying Ind AS financial statements of Hardcastle and Waud Manufacturing Company Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and a summary of the material accounting policies and other explanatory information (hereafter referred to as "Ind AS Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March, 2024, its profit and total comprehensive Income, its changes in equity and its cash flow for the year ended on that date.

Basis for Opinion

We conducted our audit of the Ind AS financial statements in accordance with the Standards on Auditing (''SAs'') specified under section 143(10) of the Art. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Ind AS Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (''ICAI'') together with the ethical requirements that are relevant to our audit of the Ind AS financial statements under provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

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

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor''s responsibilities for the audit of the financial statements section of our report, including in relation to these matters.

Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial statements.

Valuation of Investments

The Company''s investment portfolio consists of Investments in Financial Assets which represent	Our audit procedures for this area included:
50.22% of the Company''s total assets.	• We assessed appropriateness of the pricing methodologies with reference to
Current Investments are stated at market value,	Company''s accounting and valuation
determined on an individual investment basis.	policy;
In respect of the portfolio of quoted investments	• We have assessed the process and tested
we do not consider these investments to be at a	the operating effectiveness of the key
high risk of significant misstatement, or to be	controls including the Company''s
subject to a significant level of judgement because	method of review and approval of the
they comprise liquid, quoted investments.	estimates and assumptions used for the
However, due to their materiality in the context of	valuation including key authorization and
the financial statements as a whole, they are considered to be one of the areas which had	data input controls;
significant impact on our overall audit strategy.	• For quoted investments, recalculated the valuations of investments with
The portfolio of unquoted investments which includes equity shares is 2.75% of the Company''s	independent pricing sources;
Total Assets. Valuation of unquoted investments	• For unquoted investments, we critically
involves judgement depending on the	evaluated the valuation assessment and
observability of the inputs into the valuation and	resulting conclusions conducted by an
further judgement in determining the appropriate	independent valuer, in order to
valuation methodology where external pricing	determine appropriateness of the
sources are either not readily available or are	valuations recorded with reference to
unreliable. Refer Note no. 6 to the Ind AS Financial Statements and Note no. 1.17(v) of the material accounting policies.	the Company''s valuation guidelines.

Investment Properties
The Company''s investment properties consist of premises.	Our audit procedures for this area included: • We have verified whether each of the
Investment Properties of the Company	investment in properties are purchased
represents 31.20 % of the Company''s total	to be held for capital appreciation or for
assets. Investment properties are valued at cost as per	earning rental income so as to classify it under investment properties.
Ind AS 40. Refer Note no. 1.05 of Significant	• We assessed the method of verification
Accounting Policies and Note no. 5 to the Ind	and valuation of properties to ensure its
AS Financial Statements.	reasonableness in the circumstances relating to each asset class.

Information Other than the Ind AS Financial Statements and Auditor''s Report Thereon The Company''s Board of Directors is responsible for preparation of the other information. Other information comprises the information included in the Management Discussion and Analysis of the Board''s Report including Annexures thereto to Corporate Governance and Shareholder''s Information, but does not include the Ind AS Financial Statements and our auditor''s report thereon.

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

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

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

Responsibilities of Management and those charged with Governance for the Ind AS Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(S) of the Act with respect to preparation of these Ind AS Financial Statements that give a true and fair view of the financial position, financial performance, Other comprehensive income, changes in equity and cash flows of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with provisions of the Act for safeguarding 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 accuracy and completeness of the accounting records, relevant to preparation and presentation of

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Report on Other Legal And Regulatory Requirements

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

Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in

Annexure "A" hereto a statement on the matters specified in paragraph 3 of the Order, to

the extent applicable.

2. As required by sectionl43(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, Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and Statement of Changes in Equity dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid Ind AS Financial Statements comply with the Indian Accounting standards specified under section 133 of the Act, read with Company (Indian Accounting Standard) Rules 2015, as amended;

e) In our opinion, there are no financial transactions or matters which may have any adverse effect on the functioning of the Company;

‘ f) On the basis of written representations received from the directors as on March 31,

2024, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in terms of section 164 (2) of the Act;

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

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

In our opinion to the best of our information and according to the explanations given to us, no remuneration has been paid by the Company to its directors during the year; and

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

i. The Company has disclosed the impact of pending litigations on its financial position in its Ind AS Financial Statements Refer Note Nos. 27,16 and 27.17 of Ind AS Financial Statements.

ii. The Company does not have any long-term contracts including derivative contracts; as such the question of commenting on any foreseeable losses thereon does not arise.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

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

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

(c) Based on such audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.

v. The Company has not declared nor paid any dividend during the year, hence the compliance of section 123 of the act is not applicable to the company.

vi. Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) and the same has been operated throughout the year for all transactions of the Company and recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.

For GMJ & Co.

Chartered Accountants Firm No. 103429W

i * / *f

CA Atul Jain Partner M. No. 037097

UDIN: 24037097BKCXCG4304 Place: Mumbai Date: 17^th April, 2024

---

Mar 31, 2023

WP have audited the accompanying Ind AS financial statements of Hardtastle and Waud Manufacturing Company Limited (“the Company"), which comprise the Balance Sheet as at March 31, ^023, the Statement of Profit and loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and a summary of the significant accounting policies and other explanatory information (hereafter referred to as "Inti AS Financial Statements").

m our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS financia statements give the information required by the Companies Act, 2013 ("the Ac:") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the slate of affairs of the Company as at 31" March, 2023. its profit and total comprehensive Income, its changes in equity and its cash flow for the year ended on that date.

Basis for Opinion

''Ac conducted our audit of the Ind AS financial statements in accordance with the Standards on Auditing CSAs'') specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s liesponsibilitics for the Audit o/ the Ind AS Financial Statements section of our report. We are Independent of the Company in accordance with the Code °‘ Etnics issueo by the Institute of Chartered Accountants of India (''ICAI'') together with the ethical requirements that are relevant to our audit of the Ind AS financial statements under provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities m accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

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

Wc have determined the matters described below to be the key audit matters to be communicated m our report. We have fulfilled the responsibilities described in the Auditor''s responsibilities for the audit of the financial statements section of our report, including in relation to these matters.

Accordingly, our audit Included the performance of procedures designed to respond assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial statements.

Valuation of Investments

The Company''s investment portfolio consists of	Our audit procedures for this area included
Investments in Financial Assets which represent 45.25% of the Company''s total assets.	• Wc assessed appropriateness of the
Current Investments are stated at market value,	pricing methodologies with reference to Company’s accounting and valuation
determined on an individual investment basis.	policy.
In respect of the portfolio of quoted investments	• We have assessed the process and tested
we do not consider these investments to be at a	the operating effectiveness of the key
high risk of significant misstatement, or to be	controls including the Company''s
subject to a significant level of judgement because	method of review and approval of the
they comprise liquid, quoted investments.	estimates and assumptions used for the
However, due to their materiality in the context of	valuation including key authorization and
the financial statements as a whole, they are	data input controls;
considered to be one of the areas which had significant impact on our overall audit strategy.	• For quoted investments, recalculated the
The portfolio of unquoted investments which	valuations of investments with independent pricing sources;
includes equity shares is 2.91% of the Company''s Total Assets. Valuation of unquoted investments	• For unquoted investments, we critically
involves judgement depending on the	evaluated the valuation assessment and
observability of the inputs into the valuation and	resulting conclusions conducted by an
further judgement in determining the appropriate	independent valuer, in order to
valuation methodology where external pricing	determine appropriateness of the
sources are either not readily available or are	valuations recorded with reference to
unreliable. Refer Note no. 6 to the Ind AS Financial	the Company''s valuation guidelines. -_
Statements and Note no. 1.17(v) of the significant accounting policies.

Investment Properties
The Company''s investment properties consist of premises	Our audit procedures for this area included: • We have verified whether each of the
Investment Properties of the Company	investment in properties are purchased
represents 33.68 % of the Company''s total	to be held for capital appreciation or for
assets. Investment properties are valued at cost as per	earning rental income so as to classify it under investment properties.
Ind AS 40 Refer Note no 1.05 of Significant	• Wc assessed the method of verification
Accounting Policies and Note no. 5 to the Ind	and valuation of properties to ensure its
AS Financial Statements.	reasonableness in the circumstances relating to each asset class.

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

The Company''s Board of Directors is responsible for preparation of the other information. Other information comprises the information included in the Management Discussion and Analysis of the Board''s Report including Annexures thereto to Corporate Governance and Shareholder''s Information, but does not include the Ind AS Financial Statements and our auditor''s report thereon.

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

In connection with our audit of the Ind AS Financial Statements, cur responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the Ind AS Financial Statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

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

Responsibilities of Management and those charged with Governance for the Ind AS Financial Statements

The Company''s Board of Directors Is responsible for the matters stated In Section 134(5) of the Act with respect to preparation of these ind AS Financial Statements that give a true and fair view of the financial position, financial performance, Other comprehensive income, changes in equity and cash flows of the Company in accordance with the Indian Accounting standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with provisions of the Act for safeguarding 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 accuracy and completeness of the accounting records, relevant to preparation and presentation of the ind AS Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

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

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

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

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

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

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

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

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

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

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

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

Report on Other Legal And Regulatory Requirements

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

Central Government of India in terms of sub-section (11) of sectionl43 of the Act, we give in

Annexure "A" hereto a statement on the matters specified in paragraph 3 of the Order, to

the extent applicable.

2 As required by sectionl43(3) of the Act, we report that:

a) We have sought and obtained ail 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 (including other comprehensive income), the Cash Flow Statement and Statement of Changes in Equity dealt witli by this report are in agreement with the books of account,

d) In our opinion, the aforesaid Ind AS Financial Statements comply with the Indian Accounting standards specified under section 133 of the Act, read with Company (Indian Accounting Standard) Rules 2015, os amended,

e) On the basis of written representations received from the directors as on March 31, 2023, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023 from being appointed as a director in terms of section 1G4 (2) of the Act,

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

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

In our opinion to the best of our information and according to the explanations given to us, no remuneration has been paid by the Company to its directors during the year.

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

I. The Company has disclosed the impact of pending litigations on its financial position in its Ind AS Financial Statements Refer Note Nos. 26.17 and 2G.18 of Ind AS Financial Statements.

ii. The Company does not have any long-term contracts including derivative contracts; as such the question of commenting on any foreseeable losses thereon does not arise.

iii. There were no amounts which were required to be transferred to the *^r''¹

Education and Protection Fund by the Company.

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

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

(c) Based on such audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub clause (a) and (b) contain any material misstatement.

V. The Company has not declared nor paid any dividend during the year, since the compliance of sec 123 of the act is not applicable to the company.

vi. Proviso to Rule 3(1) of the companies (Accounts) Rules, 2014 for maintaining book of account using accounting software which has the feature of recording audit trail (Edit log) facility is applicable to the company with effect from April 1, 2023 and accordingly, reporting under rule 11(g) of companies (Audit and Auditors) Rules,

2014 is not applicable for the financial year ended March 31, 2023.

For GMJ & Co.

Chartered Accountants Firm No. 103429W

CA Atul Jain

Partner

M. No.037097

UDIN: 23037097BGWDIW4898 Place: Mumbai Date: 10 ^h May, 2023

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Mar 31, 2015

We have audited the accompanying financial statements of Hardcastle And waud manufacturing company limited ("the company) which comprise the Board sheet as at 31st March 2015 the statement of profit and loss and the cash flow statement for the year ended an a summary of the significant accounting policies and other and a summary of information.

Management's Responsibility for the Standalone Financial Statements

The company Board of Directors is responsible that give a true for the matters stated in section 134(5) of the company's Act,2013 ("the Act") with respect to the preparation of these financial statements that give s true and fair view of the financial position financial performance and cash flows of the company in accordance with the accounting principle generally accent Performance and flows of the Company if with Rule 7ofthe Companies the Act, provisions of the Act for safeguarding of maintenance of adequate accounting records in accordance with the expropriate accounting policies;

Auditor responsibility

Out responsibly, is to option or, the standalone statements basso on out and audit.

We believe that the audit evidence we have obtained is sufficient, and appropriate to provide a basis for our audit, financial statements based on our audit. opinion on the financial statements obtain reassurance assurance about where her the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amount and the disclosure in the financial statements The procedures fraud or error in making those risk assessments the auditor considers the internal financial control misstatement of the financial statements whether due to fraud 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 where her the company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness made by companies Directors as well as evaluating the overall presentation of the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanation grand its cash for the year ended on that date. given to us the aforesaid 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 principle generally accepted in India of the state of affairs of the company as at 31st March 2015 its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the compare (Auditors Report) order 2015 ("the Order) issued by the central Governance of India in items of sub section (11) of section 143 of the companies Act, 2013 we give in the Annexure a statements on the matters specified in paragraph 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 in dormancy and explanation 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 statements of profit and loss and cash flow statements dealt with by this report are in agreement with the books of account

(d) In our opinion the aforesaid financial statements company with the applicable accounting standards specified under section 133 of the Act, read with Rule 7 of the companies (Account) Rules 2014:

(e) On the basis of written representations received from the directors as on March 31, 2015 and taken on records by the board of Directors none of the directors is disqualified as on March 31.2015 from being applicable as a director in items of section 164(2) of the act.

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

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

ii. The Company does not have any long term control including derivative contracts: as such the question of does not arise:

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund.

ANNEXURE TO INDEPENDENT AUDITOR'S REPORT

Ref.: HARDCASTLE AND WAUD MANUFACTURING COMPANY LIMITED

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

(b) All the assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification.

ii. (a) The management has conducted physical verification of inventories at reasonable intervals.

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

(c) The company is maintaining proper records of inventories and no discrepancies were noticed on verification between the inventories and the book records.

iii. The Company has not granted loans, secured or unsecured to firms, companies or other parties covered in the register maintained under Section 189 of the Companies Act, 2013 and hence the provisions of clause (iii) (a) and (b) of paragraph 3 of the Companies (Auditor's Report) Order, 2015 are not applicable to the Company.

iv, In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and goods and sale of goods and services. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, no major weakness has been noticed in the internal controls.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from pubic within the meaning of Sections 73 to 76 of the Companies Act, 2013 and the rules framed there under.

vi. The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the activities of the Company.

vii. a) According to the information and explanation given to us and on the basis of our examination of records of the Company amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues have generally been regularly deposited with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

b) Details of dues of Sales tax and Excise Duty which have not been deposited as on 31st March, 2015 on account of disputes are given below.

Nature of Dues Forum where dispute is pending Period to which the Amount relates Amount Involved (in Rs.)

Central Excise Commissioner of Central Excise (Appeals), Mumbai 1997-1998 9,58,855

Sales Tax Deputy Comm. of ST (Appeals-I). Mumbai 2000-2001 2,67,492

Sales Tax Sales Tax Officer, Mumbai 2004-2005 3,30,744

Sales Tax Deputy Comm. of ST (Appeals-l).Chennai 2002-2011 3,93,095

Total 19,50,186

c) According to the information and explanations given to us, there were no amounts which were required to be transferred to the Investor Education and Protection Fund.

viii. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

ix. The Company has not taken any loan or issued debentures.

x. In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for the loans taken by others from banks or financial institutions during the period covered by audit.

xi. In our opinion and according to the information and explanations given to us, the Company has not taken any term loan

xii. According to the information and explanations given to us, no material fraud on or by the company has been noticed or reported during the course of our audit.

For GMJ & Co

Chartered Accountants

Firm's Regn. No. 103429W

CA Atul Jain

Place: Mumbai Partner

Date: 13th May, 2015 M- No 037097

---

Mar 31, 2014

C) The Company has maintained proper records of inventory and as explained to us, the discrepancies noticed on physical verification of the inventory were not material;

iii) a) As informed to us, the Company has not granted any unsecured loans during the year to companies firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956;

b) The Company has taken unsecured loans aggregating to Rs. 236.00 lacs during the year from a company covered in the register maintained under Section 301 of the Companies Act, 1956;

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

d) The payments of the principal amounts and interest thereon are regular;

iv) 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 and fixed assets and for the sale of goods and services. In our opinion, there is no continuing failure to correct major weaknesses in the internal control system;

v) a) According to the information and explanations given to us, all transactions during the year that needed to be entered in the register maintained u/s 301 of the Companies Act, 1956 have been so entered;

b) According to the information and explanations given to us, these transactions have been made at prices which are reasonable having regard to prevailing market prices at the relevant time where such market prices are available;

vi) The Company has not accepted any deposits from the public;

vii) The Company has not appointed independent internal auditors during the year. However, in our opinion the internal audit system is commensurate with the size and nature of its business;

viii) As there was no manufacturing activity during the year the Company was not required to maintain cost records;

ix) a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund.

Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and other statutory dues have been generally regularly deposited during the year with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2014 for a period of more than six months from the date of becoming payable;

b) Disputed Statutory dues aggregating to ? 21.17 lacs that have not been deposited on account of disputes and matters pending before appropriate authorities are as under:-

Nature of Dues Forum where dispute Amount Involved is Pending (Rs. Lacs)

Central Excise Commissioner of Central Excise (Appeals), Mumbai 10.42

Central Excise CESTAT. Mumbai 1.13

Sales Tax Deputy Comm of ST (Appeals-I), Mumbai 2.42

Sales Tax Sales Tax Officer Mumbai 3.06

Sales Tax Sales Tax Tribunal, Kolkata 0.42

Sales Tax Deputy Comm of ST (Appeals-CT-I) Chennai 3.72

x) The Company has no accumulated losses and it has incurred cash loss during the financial year under report and also in the immediately preceding financial year;

xi) There are no borrowings from Banks/financial institutions:

xii) In our opinion and according to the information and explanations given to us, the Company has not granted any loans on the basis of security by way of pledge of shares, debentures or other securities;

xiii) The Company is not a nidhi/ mutual benefit fund/society;

xiv) According to the information and explanations given to us, proper records have been maintained by the Company of dealing and trading in shares, securities and other investments etc. and timely entries have been made therein The securities are held by the Company in its own name;

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

xvi) According to the information and explanations given to us, no term loans were obtained by the Company during the year;

xvii) In our opinion, according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investment;

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

xix) According to the information and explanations given to us, the Company has not issued any debentures during the year and hence the question of creating security or charge therefor does not arise;

xx) During the year under report, no public issue has been made by the Company:

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

For Khare and Company Chartered Accountants (FRN 105100 W)

Y. P. Shukla Place : Mumbai Proprietor Date : 30th May 2014 Membership No. 16203

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of Hardcastle & Waud Mfg. Co. Ltd as at 31st March 2012 and also the Profit & Loss Account and the Cash Flow Statement annexed hereto for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956 we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the aforesaid Annexure 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 and proper returns adequate for the purpose of our audit have been received from the branches not visited by us;

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

d) In our opinion, the Balance Sheet, the Profit and 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;

e) On the basis of our review of the confirmations made available to us from the companies in which the directors of the Company are directors and the information and explanations given to us, none of the directors of the Company is prima facie as at 31 st March 2012 disqualified from being appointed as director of the Company under Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

f) In our opinion, and to the best of our information and according to the explanations given to us, the said Accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

iii) 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 AUDITORS' REPORT TO THE MEMBERS OF HARDCASTLE & WAUD MFG CO. LTD ON THE ACCOUNTS FOR THE YEAR ENDED 31 ST MARCH 2012

We state that: -

i) a) The Company has maintained proper records showing particulars including quantitative details and situation of fixed assets acquired subsequent to 1st January 1973. Records prior to that date are reported to be destroyed by fire;

b) As explained to us, the aforesaid fixed assets have been physically verified by the Management at the end of the year and it has been reported to us that the discrepancies noticed on such verification have been properly accounted for;

c) The Company has disposed off its Freehold Land at Kalyan during the year. However it has not disposed off a substantial part of its fixed assets during the year;

ii) a) It is reported that the inventory has been physically verified by the management at the end of the year;

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

c) The Company has maintained proper records of inventory and as explained to us, the discrepancies noticed on physical verification of the inventory were not material;

iii) a) The Company has granted unsecured loans aggregating to Rs. 92.45 lacs during the year to a company covered in the register maintained under section 301 of the Companies Act, 1956;

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

c) The Company has taken unsecured loans aggregating to Rs. 56.00 lacs during the year from a company covered in the register maintained under Section 301 of the Companies Act, 1956;

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

e) The payments of the principal amounts and interest thereon are regular;

iv) 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 and fixed assets and for the sale of goods and services. In our opinion, there is no continuing failure to correct major weaknesses in the internal control system;

v) a) According to the information and explanations given to us, all transactions during the year that needed to be entered in the register maintained U/s 301 of the Companies Act, 1956 have been so entered;

b) According to the information and explanations given to us, these transactions have been made at prices which are reasonable having regard to prevailing market prices at the relevant time where such market prices are available;

vi) The Company has not accepted any deposits from the public;

vii) The Company has not appointed independent internal auditors during the year. However, in our opinion the internal audit system is commensurate with the size and natuie of its business;

viii) The Company is not required to maintain cost records in respect of the goods manufactured during the year;

ix) a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and other statutory dues have been generally regularly deposited during the year with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2012 for a period of more than six months from the date of becoming payable;

b) Disputed Statutory dues aggregating to Rs. 40.77 lacs that have not been deposited on account of disputes and matters pending before appropriate authorities are as under:-

Nature of Dues Forum where dispute is Pending Amount Involved Rs. Lacs

Central Excise Commissioner of Central Excise 10.42 (Appeals), Mumbai

Central Excise CESTAT, Mumbai 1.13

Sales Tax Deputy Comm of ST (Appeals-I), 2.42 Mumbai

Sales Tax Sales Tax Officer Mumbai 20.17

Sales Tax Sales Tax Tribunal, Kolkata 3.55

Sales Tax Deputy Comm of ST (Appeals-CT-I), 3.08 Chennai

x) The Company has no accumulated losses and has not incurred cash loss during the financial year under report or the immediately preceding financial year;

xi) There are no borrowings from Banks/financial institutions:

xii) In our opinion and according to the information and explanations given to us, the Company has not granted any loans on the basis of security by way of pledge of shares, debentures or other securities;

xiii) The Company is not a nidhi/ mutual benefit fund/society;

xiv) According to the information and explanations given to us, proper records have been maintained by the Company of dealing and trading in shares, securities and other investments etc. and timely entries have been made therein .The securities are held by the Company in its own name;

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

xvi) According to the information and explanations given to us, no term loans were obtained by the Company during the year;

xvii) In our opinion, according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investment;

xviii)According to the information and explanations given to us, the Company has allotted 67500 Equity shares of X 10 each to the holder of 0% Unsecured Compulsorily Convertible Debentures during the year at a premium of Rs. 1101.11 per share:

xix) According to the information and explanations given to us, the Company has not issued any debentures during the year and hence the question of creating security or charge therefor does not arise;

xx) During the year under report, no public issue has been made by the Company However the Company has allotted 67500 Equity shares of Rs. 10 each to the holder of 0% Unsecured Compulsorily Convertible Debentures during the year at a premium of Rs. 1101.11 per share:

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

For Khare & Co.

Chartered Accountants

(FRN:105100W)

Y. P. ShuKla

Place: Mumbai Proprietor

Date: 11th August, 2012 Membership no 16203

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Mar 31, 2011

1. We have audited the attached Balance Sheet of Hardcastle & Waud Mfg. Co. Ltd as at 31st March 2011 and also the Profit & Loss Account and the Cash Flow Statement annexed thereto for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956 we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the aforesaid Annexure 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 and proper returns adequate for the purpose of our audit have been received from the branches not visited by us;

c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement

dealt with by this report are in agreement with the books of account and with the returns received from the branches;

d) In our opinion, the Balance Sheet, the Profit and 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;

e) On the basis of our review of the confirmations made available to us from the companies in which the directors of the Company are directors and the information and explanations given to us, none of the directors of the Company is prima facie as at 31st March 2011 disqualified from being appointed as director of the Company under Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

f) Attention is invited to Note No 22 of Schedule M, regarding increase in depreciation-due to redetermination of life of certain Fixed Assets by the management during the year and consequently the depreciation for the year is higher by TI.19 lacs and Profit on sale of Assets is higher by Rs. 4.78 lacs and thereby, the amount of Profit for the year, Surplus shown under Reserves and Surplus and of Fixed Assets are lower by Rs. 2.41 lacs;

g) In our opinion, and to the best of our information and according to the explanations given to us, the said Accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

iii) 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 AUDITORS' REPORT TO THE MEMBERS OF HARDCASTLE & WAUD MFG CO. LTD ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2011

We state that: -

i) a) The Company has maintained proper records showing particulars including quantitative details and situation of fixed assets acquired subsequent to 1sl January 1973. Records prior to that date are reported to be destroyed by fire;

b) As explained to us, the aforesaid fixed assets have been physically verified by the Management at the end of the year and it has been reported to us that the discrepancies noticed on such verification have been properly accounted for;

c) The Company has made a provision for impairment of certain fixed assets as also discarded unusable fixed assets valued at Rs. 39.96 lacs during the year. However it has not disposed off a substantial part of its fixed assets during the year;

ii) a) It is reported that the inventory has been physically verified by the management at the end of the year;

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

c) The Company has maintained proper records of inventory and as explained to us, the discrepancies noticed on physical verification of the inventory were not material;

iii) a) The Company has granted unsecured loans aggregating to Rs.801.40 lacs during the year to a company covered in the register maintained under section 301 of the Companies Act, 1956;

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

c) The Company has taken unsecured loans aggregating to Rs. 2.50 lacs during the year from a company covered in the register maintained under Section 301 of the Companies Act, 1956;

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

e) The payments of the principal amounts and interest thereon are regular;

iv) 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 and fixed assets and for the sale of goods and services. In our opinion, there is no continuing failure to correct major weaknesses in the internal control-system;

v) a) According to the information and explanations given to us, all transactions during the year that needed to be entered in the register maintained U/s 301 of the Companies Act, 1956 have been so entered;

b) According to the information and explanations given to us, these transactions have been made at prices which are reasonable having regard to prevailing market prices at the relevant time where such market prices are available;

vi) The Company has not accepted any deposits from the public;

vii) The Company has not appointed independent internal auditors for part of the year. However, in our opinion the internal audit system is commensurate with the size andnature of its business;

viii) The Company is not required to maintain cost records in respect of the goods manufactured during the year;

ix) a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and other statutory dues have been generally regularly deposited during the year with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2011 for a period of more than six months from the date of becoming payable;

b) Disputed Statutory dues aggregating to Rs. 42.24 lacs that have not been deposited on account of disputes and matters pending before appropriate authorities are as under: -

Nature of Dues Forum where dispute Amount is Pending Rs. Lacs Involed

Central Excise Commissioner of Central Excise (Appeals), Mumbai 10.42

Central Excise CESTAT, Mumbai 1.13

Sales Tax Deputy Comm of ST (Appeals-I), Mumbai 2.42

Sales Tax Sales Tax Officer Mumbai 20.83

Sales Tax Sales Tax Tribunal, Kolkata 3.55

Sales Tax Sales Tax Tribunal, Chennai 0.81

Sales Tax Deputy Comm of ST (Appeals-CT-I), Chennai 3.08

x) The Company has no accumulated losses and has not incurred cash loss during the financial year under report or the immediately preceding financial year;

xi) According to the information and explanations given to us, the Company has not made any default in repayment of dues to banks. There are no borrowings from Banks/financial institutions. The Company had issued 0% Compulsorily Convertible Debentures of Rs. 7.50 crores during the year 2009-10. The stipulated date of conversion was 8th May 2011;

xii) In our opinion and according to the information and explanations given to us, the Company has not granted any loans on the basis of security by way of pledge of shares, debentures or other securities;

xiii) The Company is not a nidhi/ mutual benefit fund/society;

xiv) According to the information and explanations given to us, proper records have been maintained by the Company of dealing and trading in shares, securities and other investments etc. and timely entries have been made therein ;The securities are held by the Company in its own name;

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

xvi) According to the information and explanations given to us, no term loans were obtained by the Company during the year;

xvii) In our opinion, according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investment;

xviii) According to the information and explanations given to us, the Company has not made any allotment of shares during the year;

xix) According to the information and explanations given to us, the Company had during an earlier year issued 0% Unsecured Compulsorily Convertible Debentures and hence the question of creating security or charge therefor does not arise;

xx) During the year under report, no public issue has been made by the Company;

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

For Khare & Co. Chartered Accountants (FRN:105100W)

Y.P. Shukla Proprietor Membership No 16203

Place : Mumbai Date : 5th August, 2011

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Mar 31, 2010

1. We have examined the attached Balance Sheet of Hardcastle & Waud Mfg. Co. Ltd as at 31s1 March 2010 and also the Profit & Loss Account and the Cash Flow Statement annexed thereto 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.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. These 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 bgsis, 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 presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956 we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the aforesaid Annexure 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 and proper returns adequate for the.purpose of our audit have been received from the branches not visited by us;

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

d) In our opinion, the Balance Sheet, the Profit and 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 21.1 of the Companies Act, 1956;

e) On the basis of our review of the confirmations made available to us from the companies in which the directors of the Company are directors and the information and explanations given to us, none of the directors of the Company is prima facie as at 31sl March 2010 disqualified from being appointed as director of the Company under Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

f) In our opinion, and to the best of our information and according to the explanations given to us, the said,Accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

iii) 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 AUDITORS REPORT TO THE MEMBERS OF HARDCASTLE & WAUD MFG CO. LTD ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2010

We state that: -

i) a) The Company has maintained proper records showing particulars including quantitative details and situation of fixed assets acquired subsequent to 1sl January 1973. Records prior to that date are reported to be destroyed by fire;

b) As explained to us, the aforesaid fixed assets have been physically verified by the Management at the end of the year and it has been reported to us that no material discrepancies have been noticed on such verification;

c) The Company has not disposed off a substantial part of its fixed assets during the year:

ii) a) It is reported that the inventory has been physically verified by the management at the end of the year;

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

c) The Company has maintained proper records of inventory and as explained to us, the discrepancies noticed on physical verification of the inventory were not material;

iii) a) The Company has granted unsecured loans aggregating to Rs. 706.60 lacs during the year to two companies covered in the register maintained under section 301 of the Companies Act, 1956;

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

c) The Company has taken unsecured loans aggregating to Rs. 5.30 lacs during the year from a company covered in the register maintained under Section 301 of the Companies Act, 1956;

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

e) The payments of the principal amounts and interest thereon are regular;

iv) 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 and fixed assets and for the sale of goods and services. In our opinion, there is no continuing failure to correct major weaknesses in the internal control system;

v) a) According to the information and explanations given to us, all transactions during the yearthat needed to be entered in the register maintained U/s 301 of the Companies Act, 1956 have been so entered;

b) According to the information and explanations given to us, these transactions have been made at prices which are reasonable having regard to prevailing market prices at the relevant time where such market prices are available; vi) The Company has not accepted any deposits from the public;

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

viii) We have broadly reviewed the books of accounts and other records maintained by the Company in respect of Synthetic Resins where pursuant to the Rules made by the Central Government, the maintenance of cost records has been prescribed under section 209 (1) (d) of the Companies Act, 1956. As during the year there was no production of Synthetic Resins.no cost records were required to be maintained;

ix) a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and other statutory dues have been-generally regularly deposited during the year with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31sMarch, 2010 for a period of more than six months from the date of becoming payable;

b) Disputed Statutory dues aggregating to Rs. 40.78 lacs that have not been deposited on account of disputes and matters pending before appropriate authorities are as under:-

Nature of Dues Forum where dispute is Pending Amount Involved Rs.Lacs

Central Excise Commissioner of Central Excise 11.52

(Appeals), Mumbai

Central Excise CESTAT, Mumbai 1.13

Sales Tax Deputy Comm of ST (Appeals-I), Mumbai 2.67

Sales Tax Sales Tax Officer Mumbai 20.08

Sales Tax Sales Tax Tribunal, Kolkata 0.52

Sales Tax Sales Tax Tribunal, Chennai 1.46

Sales Tax Deputy Comm of ST (Appeals-CT-I) 3.08

Chennai

Sales Tax Sales Tax Officer, Vapi 0.32



x) The Company has no accumulated losses and has not incurred cash loss during the financial year under report or the immediately preceding financial year;

xi) According to the information and explanations given to us, the Company has not made any default in repayment of dues to banks. There are no borrowings from financial institutions. The Company has issued compulsorily 0% Convertible Debentures of Rs 7.50 crores during the year. The stipulated date of its conversion is 8th May 2011;

xii) In our opinion and according to the information and explanations given to us, the Company has not granted any loans on the basis of security by way of pledge of shares, debentures or other securities;

xiii) The Company is not a nidhi/ mutual benefit fund/society;

xiv) According to the information and explanations given to us, proper records have been maintained by the Company of dealingand trading in shares, securities and otherjnvestments etc. and timely entries have been made therein ;The securities are held by the Company in its own name;

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

xvi) According to the information and explanations given to us, no term loans were obtained by the company during the year;

xvii) In our opinion, according to the information and explanations given to us, " and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investment;

xviii) According to the information and explanations given to us, the Company has not made any allotment of shares during the year;

xix) According to the information and explanations given to us, the Company has during the year issued 0% Unsecured compulsorily Convertible Debentures and hence the question of creating security or charge therefor does not arise;

xx) During the year under report, no public issue has been made by the Company;

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



For Khare & Co.

Chartered Accountants

(FRN:105100W)

Y.P. Shukla

Place: Mumbai Proprietor

Date :3rd August, 2010 Membership No 16203