Auditor Report of Hindusthan National Glass & Industries Ltd.

Mar 31, 2024

We have audited the accompanying financial statements of Hindusthan National Glass & Industries Limited ("the Company”), which comprise the Balance Sheet as at 31st March 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 then ended, and notes to the financial statements, including a summary of material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion section of our report, the aforesaid financial statements give the information required by the Companies Act, 2013 as amended from time to time (hereinafter referred to as "the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards notified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time, (hereinafter referred to as the "Ind AS”) and other accounting principles generally accepted in India, of the State of Affairs of the Company as at 31st March 2024 and its Profit (including Other Comprehensive Income), Changes in Equity and its Cash Flows for the year ended on that date.

BASIS FOR QUALIFIED OPINION

a) Refer Note No. 2.20.3 of the financial statements which states that during the year the Company has written back interest amounting to Rs. 1,825.52 lakhs on the principal overdue outstanding balance of Micro and Small Enterprises as on October 21,2021 (CIRP Date) for the period up to 31st March, 2023 provided as per the requirements of Micro, Small and Medium Enterprises Development Act, 2006. Also, such interest for the current year has neither been ascertained nor provided for in the financial statements. Impacts on account of such non-provision of interest (including legal implications, if any) has not been ascertained by the management, therefore we are unable to comment on the impact of the same on profit before tax and equity for the year ended 31st March, 2024.

b) Refer Note No. 2.40 of the financial statements which states that the company has accumulated losses, and its net worth has been eroded. The company has incurred net losses in the earlier year(s), the company''s current liabilities exceed its current assets, and the company has a high debt-equity ratio (Debt being Rs. 2,26,369.01 lakhs and Equity being Rs. (83,229.31) lakhs) as at 31st March, 2024. In our opinion, based on the above, the company does not appear to be a going concern. Pending approval of the Resolution Plan as stated in Note No. 1.1 of the financial statements, the status of the Company being Going Concern and impact arising therefrom as such cannot be commented upon by us.

c) Refer Note no. 2.49 of the financial statements, regarding the initiation of Corporate Insolvency Resolution Process ("CIRP”) and appointment of transactional auditors by the RP for conducting the transaction audit as per section 43 to 50 and 66 of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as "the Code”). The transaction auditor vide their report dated 9th September, 2022 has identified certain transactions to be classified under section 66 of the Code and accordingly the RP has filed an application under section 66 of the Code with the NCLT, the final decision and outcome thereof as such is pending as on the date. Thereby, future course of action and impact on this being dependent on the decision of the NCLT presently cannot be commented upon by us.

d) Refer Note no. 2.18.7 of the financial statements, regarding appropriation of payments made by the Company during the period March, 2019 to September, 2021 by the Lead Banker against outstanding loans and adjustments by the management and interest calculations thereon. In the absence of any balance confirmation from the lenders and consequent reconciliation with the outstanding balances, impact thereof, if any, on the reported figures, cannot be ascertained. Also, Refer Note No. 2.47 of the financial statements regarding the pending reconciliations of admitted claims of financial creditors, operational creditors and others with the books of accounts, impact if any that may arise has not been ascertained and/ or considered in the preparation of the financial statements for the year ended 31st March, 2024.

e) As stated in Note no. 2.18.9 of the financial statements, regarding the non-accounting of interest of Rs. 48,773.78 lakhs as calculated by the company on outstanding borrowings (including Non-Convertible Debentures) post initiation of Corporate Insolvency Resolution Process (''CIRP'') with effect from 21st October, 2021 under Section 14 of the Code.

f) As stated in Note no. 2.18.8 of the financial statements, the company has restated the ECB borrowings of USD 641.27 lakhs at foreign currency exchange rate of Rs. 74.7635 per USD as on 21st October, 2021 (date of initiation of CIRP) as against exchange rate of Rs. 83.3739 per USD as on 31st March, 2024 and thereby the exchange loss of Rs. 5,521.57 lakhs (including Rs. 741.93 lakhs for the current year) have not been recognized in the books of accounts. Interest outstanding on the said ECB borrowings amounting to USD 120.30 lakhs has also not been restated, and the impact of the same is currently not ascertainable.

g) Rs. 1,238.42 lakhs were set aside in FY 2019-20 by the Members of the Lenders'' Consortium towards corpus fund for meeting legal expenses, out of which, claim amounting to Rs. 131.24 lakhs have been accounted for based on the details submitted by the lead bank in earlier year, however proper supporting, documents etc. from the bank are not available. The remaining amount of Rs. 1,107.18 lakhs is lying unadjusted in the books of accounts (Refer Note no. 2.7.B.1) as on 31st March, 2024, which is subject to confirmation from the bank.

h) Note No. 2.52 of the financial statements, regarding non-reconciliation of certain debit and credit balances with individual details and confirmations etc. Adjustments/ impact if any, as stated in the said note including those arising on approval of the resolution plan pending ascertainment thereof has not been given effect to in the financial statements.

i) I mpact with respect to point no. (c) to (h) are currently not ascertainable pending approval of resolution plan and completion of CIRP Process.

We conducted our audit in accordance with the Standards on Auditing (hereinafter referred to as "the SAs”) specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the "Auditors'' Responsibilities for the Audit of the 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 (hereinafter referred to as "the ICAI”) together with the ethical requirements that are relevant to our audit of financial statements under the provisions of the Act and Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

EMPHASIS OF MATTER

We draw attention to Note no. 2.34.1 of the financial statements, which describes the impact of fire in the Company''s Sinnar Unit causing severe damage to various property, plant and equipment, work-in-progress and spares etc. disrupting the day-to-day operations of the Unit and the impact of the same as estimated by the management on the Company''s financial statements amounting to Rs. 10,158.23 lakhs including Rs. 9,969.57 lakhs, Rs. 152.96 lakhs and Rs. 35.70 lakhs on account of property, plant and equipment, work-in-progress and some spares respectively. Our opinion is not modified in respect of this matter.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the financial year ended 31st March 2024. 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. In addition to the matter described in the Basis for Qualified Opinion section 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 "Auditors'' 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 result of our audit procedures, including the procedures performed to address the matters below, provide the basis for our qualified opinion on the accompanying financial statements.

Sl. No.	Key Audit Matter	Auditor''s Response
1	Valuation of Inventories	Our audit procedures include the following:
	We refer to Note 1.3.7 and 2.5 of the financial	• We have checked and analyzed the ageing of the
	statements. As at 31st March, 2024, the total carrying	inventories, reviewed the historical trend on whether
	amount of inventories was Rs. 50,398.89 lakhs. The	there were significant inventories written off or reversal
	assessment of impairment of inventories involves	of the allowances for inventories obsolescence.
	significant estimation uncertainty, subjective	• We conducted a detailed discussion with the
	assumptions and the application of significant	Company''s key management and considered their
	judgment.	views on the adequacy of allowances for inventories
	Reviews are made periodically by management	obsolescence considering the current economic
	on inventories for obsolescence and decline in net	environment.
	realizable value below cost. Allowances are recorded	• We have also reviewed the subsequent selling prices
	against the inventories for any such declines based	in the ordinary course of business and compared
	on historical obsolescence and slow-moving history.	them against the carrying amount of the inventories
	Key factors considered include the nature of the	on a sampling basis at the reporting date.
	stock, its ageing, shelf life and turnover rate.	• We found management''s assessment of the allowance for inventory obsolescence to be reasonable based on available evidence.
2	Property, Plant and Equipment (PPE) -	Our audit procedures include the following:
	Impairment Assessment	Our audit procedures included validating the
	The Company has been incurring continuous losses	appropriateness and reasonableness of the fair valuation
	in previous years due to various internal and external	approach and assumptions used for determining the fair
	factors. As at 31st March 2024, the carrying amount	value of assets by external experts through performing
	of the PPE amounted to Rs. 1,39,929.62 Lakhs.	the following:
	The management on an annual basis or whenever	• Obtained the understanding of controls instituted
	events or changes in circumstances indicate that the	by the management to assess impairment indicators
	carrying amount may not be recoverable, assesses if there are any indicators that the PPE is impaired and	and perform impairment assessment.
	if indicators exist, performs an impairment test at	• Evaluation design and operating effectiveness of
	the Cash Generating Unit (CGU) level by making an	the management controls over the impairment
	estimate of recoverable amount, being the higher of	assessment process and review of fair valuation
	fair value less costs to sell and value in use.	report obtained from the external experts.
	Considering the continuous losses incurred by the	• Evaluated the reasonableness of the fair valuation
	Company, the probability of impairment could be	methodology used and the assumptions made for
	dependent on assumptions and methodology used	determining the fair value (such as useful life of the
	for the fair valuation of the PPE by the management	assets, salvage value, inflation and index rate) of the
	appointed external experts.	assets at CGU level using our internal fair valuation
	Impairment assessment of the PPE is considered	specialists.
	as a Key Audit Matter since there is significant	• Tested the mathematical accuracy and performed
	management judgements and estimates involved	sensitivity analysis in order to assess the potential
	in the impairment assessment, such as:	impact on the recoverable amount.
	• The determination of recoverable amount,	• Reconciled the carrying amount of the category wise
	being the higher of value-in-use and fair value	assets as per the valuation report provided by the
	less costs to dispose.	management and as per the books of account.
	• The methodology used in determination of the	• Evaluated the accuracy of disclosures in the financial
	fair value of assets by management appointed external experts is dependent on interpretation	statements with respect to the impairment of PPE.
	of the valuation standards and the assumptions	• We have also been provided with the Impairment
	used such as inflation, index rates, useful lives,	study report conducted by the third party and have
	salvage value.	relied on the same.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITORS'' REPORT THEREON

The Company''s Directors and the RP are responsible for the other information. The other information comprises the information included in the Company''s annual report but does not include Financial Statements and our Auditors'' Report

thereon. Our opinion on the 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 financial statements, our responsibility is to read the other information, and in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the 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 FINANCIAL STATEMENTS

The financial statements of the Company for the year ended 31st March 2024 have been taken on record by the RP while discharging the power of the Board of Directors of the Company which were conferred on him in terms of the provision of section 17 of the Code. For the said purpose as explained in note no. 1.1 of the financial statements, the RP has relied upon the certification, representations, statements and other relevant information provided by the Directors and other Officers of the Company in relation to these financial statements.

The Company''s Directors and the RP are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors and RP are responsible for assessing the ability of the Company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors and RP either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Directors and RP are also responsible for overseeing the financial reporting process of the Company.

AUDITORS'' RESPONSIBILITIES FOR THE AUDIT OF THE 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 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:

• Identify and assess the 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.

• 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)® of the Act, we are also responsible for expressing our opinion on whether the company has an adequate internal financial controls system in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant

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

• Evaluate the overall presentation, structure and content of the 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 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 the "Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

(a) We have sought and except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph above, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) Except for the effects of the matter described in the Basis of Qualified Opinion paragraph above and matters stated in paragraph 2 B(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account;

(d) Except for the matter referred to in "Basis for Qualified Opinion” section of our report, in our opinion, the aforesaid financial statements comply with the Ind AS.

(e) The matter described in the Basis for Qualified Opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

(f) On the basis of the written representations received from the Directors and taken on record by the Board, none of the Directors are disqualified as on 31st March 2024, from being appointed as a director in terms of section 164(2) of the Act. However, considering the fact, that the Company has defaulted in payment of Interest on NonConvertible Debentures from the dates mentioned in Note No. 2.18.9(E) of the financial statements, in our opinion, all the Directors are disqualified from being appointed as Director in terms of Section 164 (2) of the Act.

(g) The observation relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2A(b) above on reporting under section 143(3)(b) of the Act and paragraph 2B(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

(h) With respect to the adequacy of the internal financial controls with respect to the financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

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

In our opinion, and to the best of our information and according to the explanations given to us, the company has not paid any managerial remuneration during the financial year other than the sitting fees to its Independent Directors which is in accordance with the provisions of section 197(5) read with Rule 4 of Companies (Appointment & Remuneration of the Managerial Personnel) Rule, 2014 (as amended) of the Act.

B. With respect to the other matters to be included in the Auditors'' Report in accordance with Rule 11 of the Companies

(Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the

explanations given to us:

i. The Company has disclosed (other than those already recognized in the accounts) the impact of pending litigations on its financial position in its financial statements - Refer Note No. 2.36.A of the financial statements.

ii. The Company has made provisions, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts. The Company has not entered into any derivative contracts.

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

iv. a. The RP and the Directors has represented that, to the best of their knowledge and belief, as disclosed in note

no. 2.61 of the financial statements, during the year no funds 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 persons or entities, including foreign entities ("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 RP and the Directors has represented, that, to the best of its knowledge and belief, as disclosed in note no. 2.62 of the financial statements, during the year no funds have been received by the Company from any persons or entities, including foreign entities ("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 that we have considered reasonable and appropriate in the circumstances, nothing has come to our attention that cause us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) as provided under paragraph 2B(iv) (a) & (b) above, contain any material misstatement.

v. The Company has not declared any dividend in previous financial year which has been paid in current year. Further, no dividend has been declared in the current year. Accordingly, the provision 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''s for maintaining its books of account, which have a feature of recording audit trail (edit log) facility both at the application and database level and the same has operated throughout the year for all relevant transactions recorded in the respective software except for payroll which is processed through Microsoft Excel and hence feature of recording of audit trail (edit log) is not available in this regard. Further, during the course of our audit, we did not come across any instance of audit trail feature being tampered with.

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

For Lodha & Co LLP For J K V S & CO

Chartered Accountants Chartered Accountants

Firm Registration No.: 301051E/ E300284 Firm Registration No.: 318086E

INDRANIL CHAUDHURI AJAY KUMAR

Partner Partner

Membership No. 058940 Membership No.: 068756

UDIN: 24058940BKHBVA4900 UDIN: 24068756BKHBVA4385

Place: Kolkata Place: Kolkata

Date: 28th May 2024 Date: 28th May 2024

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Mar 31, 2018

Independent Auditor''s Report

To the Members of

Hindusthan National Glass & Industries Limited Report on the Ind AS Standalone Financial Statements

We have audited the accompanying standalone financial statements of Hindusthan National Glass & Industries Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2018, 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 then ended, and a summary of the significant accounting policies and other explanatory information in which are incorporated the Reports for the year ended on that date audited by the branch auditors of the company''s branches at Puducherry, Nashik and Rishikesh (herein after referred to as Standalone Ind AS financial statements).

Management''s Responsibility for the Ind AS Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with relevant rules issued there under.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS 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 Ind AS financial statements based on our audit.

We have taken into account the provisions of the Act, the Accounting and Auditing Standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 standalone Ind AS financial statements are free from material misstatement.

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

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

Basis for Qualified Opinion

a) As stated in Note no. 2.38.1 of the Standalone Ind AS financial statements, due to inadequacy of profit, managerial remuneration to the extent of Rs, 1,818 Lakhs has exceeded the limits laid down in the Companies Act, 2013. In absence of Central Government''s approval for the same, we are unable to ascertain the impact and comment upon the same.

b) As stated in Note No. 2.43 of the Standalone Ind AS Financial Statements, no provision for entry tax amounting to '' 2,059 Lakhs and interest thereon has been made by the company pending determination of the final leviable amount.

c) As stated in Note No. 2.40 of the Standalone Ind AS Financial Statements, the lenders had restructured the Term Loans with certain stipulations. The company has defaulted in repayment of principal and interest thereon for quarter ended 31st March 2018 and part of quarter ended 31st December 2017. During the current quarter, lenders have also suggested additional reorganizing/restructuring measures to be taken by the company which are being considered by the company. At present, CompanyRs,s Net Worth has completely eroded and with present position of cash flows, the company may not be able to meet its repayment obligations to its lenders in foreseeable future. Company''s profitability and consequent repayment of loan are now dependent upon mutual settlement with the lenders and outcome of reorganizing/restructuring measures. In view of the aforesaid we are unable to comment whether the company is a going concern.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the State of affairs of the Company as at 31st March 2018, its Loss, Total Comprehensive Income, the changes in Equity and its Cash Flows for the year ended on that date.

Other Matter

We did not audit the financial statements/ information of Puducherry, Rishikesh and Nashik included in the standalone Ind AS financial statements of the Company whose financial statement/ financial information reflect total assets of Rs, 1,14,853.85 Lakhs as at 31st March 2018 and total revenues of Rs, 74719.54 Lakhs for the year ended on that date, as considered in the standalone financial statements. The financial statements/ information of these branches have been audited by the branch auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of these branches is based solely on the Report of such branch auditors.

Report on Other Legal and Regulatory Requirements

As required by, the Companies (Auditor''s Report) Order, 2016 ("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 B", a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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 purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purpose of our audit have been received from branches not visited by us;

c) The report on the accounts of the branch offices of the Company audited under section 143(8) of the Act by Branch auditors have been sent to us and have been properly dealt with by us in preparing this report;

d) In our opinion, the Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account and with the reports received from the branches not visited by us;

e) In our opinion, the Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity and the Statement of Cash Flows comply with the Indian Accounting Standards specified under section 133 of the Act;

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

g) With respect to the adequacy of the Internal Financial Controls over Financial Reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial control over financial reporting;

h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and

Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. Pending litigations (Other than those already recognized in the accounts) having material impact on the financial position of the Company have been disclosed in the standalone Ind AS financial statements as required in terms of the accounting standards and provisions of the Companies Act, 2013- refer Note no. 2.34.A of the standalone Ind AS financial statements;

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

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

"Annexure A" referred to in our report of even date

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Hindustan National Glass & Industries Limited ("the Company") as at March 31, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor''s Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of Internal Financial Controls and both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

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

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial controls over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

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

"Annexure B" referred to in our report of even date

i) a. The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment.

b. All the property, plant and equipment have not been physically verified by the management during the year but there is regular programme of verification, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verifications.

c. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds, comprising all the immovable properties of land and buildings are held in the name of the Company as at the Balance Sheet date.

ii) The inventory except stock lying with third parties, in few of the units and in transit has been physically verified by the management at regular intervals during the year. In our opinion and according to the information and explanations given to us, the frequency of verification is reasonable. The discrepancies noticed on verification between the physical stocks and the book records were not material to the extent verified.

iii) The Company has not granted any loans secured or unsecured to companies, firms, Limited Liability Partnerships or parties covered in the register maintained under Section 189 of the Act. Accordingly, clause 3(iii) of the Order is not applicable to the Company.

iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans, investments, guarantees and security made.

v) The Company has not accepted any deposits from public covered under Sections 73 to 76 or any other relevant provisions of the Act and rules framed there under.

vi) According to the information and explanations given to us, the maintenance of cost records under section 148(1) of the Act has not been prescribed and as such, paragraph 3(vi) of the Order is not applicable to the Company.

vii) a. According to the information and explanations given to us, during the year, the Company has generally been regular in

depositing to the appropriate authorities undisputed statutory dues including provident fund, employee''s state insurance, income-tax, sales-tax, service tax, duty of Customs, duty of excise, value added tax, cess and other statutory dues as applicable to it. No undisputed amounts payable in respect of aforesaid statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us, the details of disputed dues of Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise & Value Added Tax, if any, as at 31st March 2018 are as follows: . _i . ,,

Name of Statute	Nature of the Dues	Amount	Forum where the dispute Is pending	Period to which Amount relates
Finance Act, 1994	Service Tax	296.43	Commissioner of Central Excise Appeal / Assistant Commissioner Central Excise Appeal	2007-08 to 2012-13
The Central Excise Act, 1944	Excise Duty	572.55	Commissioner of Central Excise Appeal / Assistant Commissioner Central Excise Appeal	2007-08 & 2012-13
West Bengal VAT & The Central Sales Tax Act, 1956	Sales Tax	534.75	SCCT/JCCT	2002-03 to 2014-15
The Central Excise Act, 1944	Excise Duty	199.94	CESTAT & SZB, Chennai	2009-10 to 2013-14
The Central Excise Act, 1944	Excise Duty	13.07	Dy. Commissioner Central Excise, Puducherry	1993 to 1997
The Central Excise Act, 1944	Excise Duty	3.73	CESTAT & SZB, Chennai	2007 to 2011
The Central Excise Act, 1944	Excise Duty	0.66	Dy. Commissioner Central Excise, Puducherry	2007-08

Name of Statute	Nature of the Dues	Amount	Forum where the dispute Is pending	Period to which Amount relates
Maharashtra Value Added Tax, 2005	VAT	114.00	Joint Commissioner, Sales Tax Appeal, Nashik	2005-06 to 2006-07
The Central Excise Act	Excise Duty	29.09	CESTAT / Supreme Court	1995-96 to 2010-11
The Central Excise Act	Excise Duty	114.46	CESTAT, Bangalore	Oct 2011 to Mar 2012
The Central Excise Act	Excise Duty	8.71	Commissioner of Customs & Central Excise, Guntur	Aug 2013 to Mar 2015
The Central Excise Act	Excise Duty	1.66	Commissioner of Customs & Central Excise, Tirupathi	Aug 2013 to Mar 2015

(viii) (a) The company has defaulted in repayment of loans/borrowings to banks, financial institution and debenture holder. The period and amount of default are as under:

Name of the Bank	November		December		January		February		March
	Principal	Interest	Principal	Interest	Principal	Interest	Principal	Interest	Principal	Interest
HDFC	-	152.90	112.50	158.00	-	158.00	-	142.71	112.50	158.00
Syndicate Bank	-	107.36	187.50	110.94	-	110.94	-	100.20	187.50	110.94
DBS Bank	-	-	512.00	-	2205.00	-	-	-	-	290.03
LT Finance	-	-	156.25	-	-	-	-	-	156.25	69.54
State Bank of India	-	-	496.00	-	-	-	-	-	1996.00	897.67
Axis Bank	-	-	375.00	-	-	-	-	-	440.00	113.48
Exim Bank	-	-	91.74	75.03	-	83.06	-	75.02	91.75	83.06
Edelweiss Asset Reconstruction Co. Ltd.	-	-	172.86	180.63	-	180.63	-	163.15	172.86	180.63
Rabo Bank	-	-	975.00	-	-	-	-	-	-	307.59
Standard Chartered Bank	-	-	-	42.04	-	42.04	-	37.96	-	42.04
Life Insurance Corporation	-	-	-	-	-	-	-	1040.00	-	-
Bank of Baroda	-	-	-	-	-	-	-	-	-	28.02

(b) List of LC bills not honoured as on 31st March 2018 by the company:

Name of the bank	November, 2017	December, 2017	January, 2018	February, 2018	March, 2018
HDFC Bank	1263.77	174.24	337.34	220.56	296.01
Syndicate Bank	267.19	310.12	161.49	364.11	64.80
Axis Bank	-	-	-	-	11.19

ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instrument). In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised.

x) During the course of our examination of books of account carried out in accordance with generally accepted auditing practices in India, we have neither come across any incidence of material fraud by the Company or material fraud on the Company by its officers or employees nor have we been informed of any such cases by the management.

xi) According to the information and explanations given to us and based on our examination of the records of the Company, during the year the Company has paid remuneration of '' 606 Lakhs to the Chairman and Managing Director and Vice Chairman and Managing Director which has exceeded the limits prescribed under Section 197 of the Act read with Schedule V of the Act. The company has applied to the Central Government for approval for such managerial remuneration paid in excess of prescribed limits including Rs, 1,212 Lakhs for previous years.

xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the Standalone Ind AS financial statements as required by the applicable accounting standards.

xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has made preferential allotment of 22,15,000 Equity Shares during the year. The requirements of Section 42 of Companies Act, 2013 have been complied with and the Funds have been used for the purpose for which these were raised.

xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

xvi) The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For Doshi Chatterjee Bagri & Co LLP

Chartered Accountants

Firm''s ICAI Registration No. : 325197E/E300020

MRIDULA JHUNJHUNWALA

Place : Kolkata Partner

Date : 16th May 2018 Membership No: 056856

---

Mar 31, 2017

To the Members of

Hindusthan National Glass & Industries Limited Report on the Ind AS Standalone Financial Statements

We have audited the accompanying standalone financial statements of Hindusthan National Glass & Industries Limited ("the Company^''), which comprise the Balance Sheet as at 31st March 2017, 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 then ended, and a summary of the significant accounting policies and other explanatory information in which are incorporated the Returns for the year ended on that date audited by the branch auditors of the company''s branches at Puducherry, Nashik and Rishikesh (here in after referred to as Standalone Ind AS financial statements).

Management''s Responsibility for the Ind AS Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 ("the Act") with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with relevant rules issued there under.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS 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 Ind AS financial statements based on our audit.

We have taken into account the provisions of the Act, the Accounting and Auditing Standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 standalone Ind AS financial statements are free from material misstatement.

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

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

Basis for Qualified Opinion

a) As stated in Note no. 2.38.1 of the Standalone Ind AS financial statements, due to inadequacy of profit managerial remuneration to the extent of '' 1,212 Lakhs has become in excess of the limits laid down in the Companies Act, 2013 awaiting Central Government approval. Pending such approvals, impact thereof on the Standalone Ind AS Financial Statements is not ascertainable.

b) As stated in Note No. 2.43 of the Standalone Ind AS Financial Statements, levy of Entry Tax by relevant State Governments, pending determination of the amount livable upon and payable has not been provided for by the Company.

c) Impact of (a & b) above are presently not ascertainable and as such cannot be commented upon by us.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2017, its Loss, Total Comprehensive Income, the Changes in Equity and its Cash Flows for the year ended on that date.

Emphasis of Matter

Attention is invited to Note 2.40 of the Standalone Ind AS Financial Statements of the Company. The accounts of the Company have been prepared on a going concern assumption. The appropriateness of preparing the accounts ongoing concern assumption is dependent on the favorable market conditions over a period of time and outcome of ameliorative measures under implementation and impact thereof as such cannot be commented upon by us.

Our opinion is not modified in respect of this matter.

Other Matter

We did not audit the financial statements / information of Puducherry, Rishikesh and Nashik included in the standalone Ind AS financial statements of the Company whose financial statement / financial information reflect total assets of '' 1,19,980.77 Lakhs as at 31st March, 2017 and total revenues of '' 73,826.21 Lakhs for the year ended on that date, as considered in the standalone financial statements. The financial statements / information of these branches have been audited by the Branch Auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of these branches, is based solely on the Report of such branch auditors.

Our opinion is not modified in respect of above matter.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2016 ("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", a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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 purposes of our audit;

b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purpose of our audit have been received from branches not visited by us;

c) The report on the accounts of the branch offices of the Company audited under section 143(8) of the Act by Branch auditors have been sent to us and have been properly dealt with by us in preparing this report;

d) Except for the possible effect of the matters described in the Basis for Qualified Opinion paragraph above, in our opinion, the Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account and with the returns received from the branches not visited by us;

e) In our opinion, the Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity and the Statement of Cash Flows comply with the Indian Accounting Standards specified under section 133 of the Act;

f) The matter described in the Basis for Qualified Opinion paragraph above, in the event of being decided unfavorably, in our opinion, may have an adverse effect on the functioning of the Company;

g) On the basis of the written representations received from the directors as on 31st March 2017, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2017, from being appointed as a director in terms of section 164 (2) of the Act;

h) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the basis for qualified opinion paragraph above;

i) With respect to the adequacy of the Internal Financial Controls Over Financial Reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s Internal Financial Control Over Financial Reporting;

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

i. Pending litigations (Other than those already recognized in the accounts) having material impact on the financial position of the Company have been disclosed in the standalone Ind AS financial statements as required in terms of the accounting standards and provisions of the Companies Act, 2013 - refer Note no. 2.34.A and 2.34.A.1 of the standalone Ind AS financial statements;

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

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

iv. The Company has provided requisite disclosures in the standalone Ind AS financial statements as to holdings as well as dealings in Specified Bank Notes (Bank notes of denominations of five hundred and one thousand rupees existing on November 08, 2016) (SBN''s) during the period from November 08, 2016 to December 30, 2016. Based on audit procedures and relying on the management representation we report that the disclosure are in accordance with books of account maintained by the Company and as produced to us by the management. Refer Note No. 2.8A.3 of the standalone Ind AS financial statement.

i) a. The Company has maintained proper records showing full particulars, including quantitative details and situation of

property, plant and equipment.

b. All the property, plant and equipment have not been physically verified by the management during the year but there is regular programme of verification, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verifications.

c. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the Balance Sheet date.

In respect of immovable properties been taken on lease and disclosed as property, plant and equipment in the standalone Ind AS financial statements, the lease agreements are in the name of the Company.

ii) The inventory except stock lying with third parties, in few of the units and in transit has been physically verified by the management at regular intervals during the year. In our opinion and according to the information and explanations given to us, the frequency of verification is reasonable. The discrepancies noticed on verification between the physical stocks and the book records were not material to the extent verified.

iii) The Company has not granted any loans secured or unsecured to companies, firms, Limited Liability Partnerships or parties covered in the register maintained under Section 189 of the Act. Accordingly, clause 3 (iii) of the Order is not applicable to the Company.

iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans, investments, guarantees and security made.

v) The Company has not accepted any deposits from public covered under Sections 73 to 76 or any other relevant provisions of the Act and rules framed hereunder.

vi) According to the information and explanations given to us, the maintenance of cost records under Section 148(1) of the Act has not been prescribed and as such, paragraph 3(vi) of the Order is not applicable to the Company.

vii) a. According to the information and explanations given to us, during the year, the Company has generally been regular in

depositing to the appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues as applicable to it.

b. According to the information and explanations given to us, the details of disputed dues of income tax, sales tax, service tax, duty of customs, duty of excise, and value added tax, if any, as at 31st March, 2017, are as follows:

'' in Lakhs

Name of the Statute	Nature of the dues	Amount	Forum where the dispute is pending	Period to which amount relates
Finance Act, 1994	Service Tax	2.95	CESTAT, New Delhi	2006-07 to 2008-09
Finance Act, 1994	Service Tax	96.73	Commissioner, Rohtak	2005-06 to 2007-08
Income Tax Act, 1961	Income Tax	1.30	CIT (Appeals) - VI, Kolkata	2011-12
Maharashtra Recognition of Trade Unions and Prevention of Unfair Labour Practices Act, 1972 ("MRTU & PULP Act, 1971")	Labour Wages	0.39	High Court, Mumbai	1998-2000

Name of the Statute	Nature of the dues	Amount	Forum where the dispute is pending	Period to which amount relates
Maharashtra Tax on the Entry of Goods Into Local Areas Act, 2002	Levy of Entry Tax on Natural Gas purchased.	2338.88	High Court, Mumbai	2012-13 to 2016-17
Maharashtra Value Added Tax Act ,2002	Sales Tax	114.00	Jt Commissioner (Sales Tax Appeal) Nashik	2005-06 & 2006-07
The Central Excise Act 1944	Excise Duty	0.30	Commissioner (Appeal), Gurgaon	2002-03
	Excise Duty	32.88	Commissioner of Customs & Central Excise, Guntur	Nov-12 to Sep-13
	Excise Duty	114.46	CESTAT, Bangalore	Oct-11 to Mar-12
	Excise Duty	5.27	Asst. Commissioner of Customs & Central Excise, Nellore	Oct-13 to Mar-14
	Excise Duty	5.86	Asst. Commissioner of Customs & Central Excise, Nellore	Apr-14 to Sep-14
	Excise Duty	2.58	Dy. Commissioner of Customs & Central Excise, Nellore	Oct-14 to Jun-15
	Service Tax	0.01	CESTAT	2007-08 & 2008-09
	Service Tax	0.99	CESTAT	2008-09
	Service Tax	0.27	CESTAT	2006-07 & 2007-08
	Service Tax	4.17	Dy Commissioner Central Excise	2008-09
	Service Tax	0.64	Dy Commissioner Central Excise	2009-10
	Service Tax	0.82	CESTAT	2006-07
	Excise Duty	67.84	Supreme Court	1999-2000
	Excise Duty	46.18	Supreme Court	1995-1997
	Excise Duty	195.00	Supreme Court	2001-02, 2002-03, 2003-04, 2004-05 & 2005-06
	Excise Duty	28.18	Central Excise & Service Tax Appellate Tribunal, New Delhi	2002 to 2006
	Excise Duty	3.99	Central Excise & Service Tax Appellate Tribunal, New Delhi	2006 to 2007

Name of the Statute	Nature of the dues	Amount	Forum where the dispute is pending	Period to which amount relates
	Excise Duty	115.11	Commissioner Central Excise, Meerut	2006-07
	Excise Duty	4.47	Asst. Commissioner of Central Excise Kolkata-IV	2007-08
	Excise Duty	85.36	Assistant Commissioner Central Excise Rishra Division, Kolkata -IV Commissionerate	2008-09
	Excise Duty	6.07	Commissioner of Central Excise Appeal -III, Kolkata	2006-07
	Excise Duty	3.88	Assistant Commissioner, Central Excise, Rishra Division, Kolkata -IV	2008-09
	Excise Duty	6.65	Assistant Commissioner, Central Excise, Rishra Division, Kolkata -IV	2010-11
	Excise Duty	1.71	Commissioner of Excise Kol -IV	2009-10
	Excise Duty	94.05	Commissioner of Excise Kol -IV	2009-10
	Excise Duty	293.62	CESTAT	2011-12
	Excise Duty	47.44	Commissioner Appeals -II	2008-09 to 2012-13
	Excise Duty	0.66	Commissioner Appeals -II	2009-10
	Excise Duty	3.32	Commissioner Appeals -II	2009-10
	Excise Duty	2.77	Commissioner Appeals -II	2009-10
	Excise Duty	1.03	Commissioner Appeals -II	April 2012 to March 2013
	Excise Duty	34.60	Commissioner Appeals -II	April 2009 to March 2010
	Excise Duty	3.84	Commissioner (Appeal), Chennai	2007-2011
	Excise Duty	0.66	CESTAT, SZB, Chennai	2007-08
	Excise Duty	5.80	Commissioner (Appeal), Chennai	2004-2006
	Excise Duty	13.07	Dy Commissioner Central Excise	1993-97
	Excise Duty	199.94	CESTAT, SZB, Chennai	2009-2014
	Excise Duty	0.72	Dy Commissioner Central Excise	1995-96
	Excise Duty	2.19	Dy Commissioner Central Excise	2013-14

Name of the Statute	Nature of the dues	Amount	Forum where the dispute is pending	Period to which amount relates
The Finance Act 1994	Service Tax	8.71	Asst. Commissioner of Customs & Central Excise, Nellore	Aug-13 to Mar-15
	Service Tax	256.25	Assistant Commissioner Central Excise	2007-08 to 2009-10
	Service Tax	34.70	Assistant Commissioner Central Excise Rishra Division, Kolkata -IV Commissionerate	2010-11 to 2015-16
The Maharashtra Mathadi Hamal & Other Manual Workers (Regulation of Employment and Welfare) Act, 1969	Violation of Mathadi Act	1.46	Labour Court Pune	1999-2001
The Rajasthan Tax on Entry of Goods Into Local Area Act, 1999	Entry Tax	153.04	Supreme Court	2007-08 to 2013-14
The Sales Tax Act, 1932	Sales Tax	1.25	J.C. (Appeal), Dehradun	2008-09
The West Bengal, Value Added Tax, 2003	Sales Tax	104.38	JCST	2006-07
	Sales Tax	108.72	Sr. Joint Commissioner of Commercial Tax Appeal	2008-09
	Sales Tax	5.95	Sr. Joint Commissioner of Commercial Tax Appeal	2010-11
The Central Sales Tax (CST) 1956	Sales Tax	64.72	JCST	2006-07
	Sales Tax	9.01	Sr. Joint Commissioner of Commercial Tax Appeal	2009-10
	Sales Tax	149.30	Sr. Joint Commissioner of Commercial Tax Appeal	2008-09
	Sales Tax	10.11	Sr. Joint Commissioner of Commercial Tax Appeal	2011-12
	Sales Tax	0.77	Sr. Joint Commissioner of Commercial Tax Appeal	2011-12
	Sales Tax	4.86	Sr. Joint Commissioner of Commercial Tax Appeal	2012-13
	Sales Tax	59.92	Commissioner Commerical Taxes	2002-03

viii) Having regard to Corrective Action Plan (CAP) and terms of settlement agreed upon by the lenders as given in note 2.15.7, there is no default in repayment of dues to the Financial Institutions, Banks, Government and Debenture Holders as on this date. However, as stated in the said note, settlement with one of the banker is yet to be arrived at and pending this and final decision of the court on the matter, it is not possible to ascertain and comment in this respect.

ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments). In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised.

x) During the course of our examination of books of account carried out in accordance with generally accepted auditing practices in India, we have neither come across any incidence of material fraud by the Company or material fraud on the Company by its officers or employees nor have we been informed of any such cases by the management.

xi) According to the information and explanations given to us and based on our examination of the records of the Company, during the year the Company has paid remuneration of '' 606 Lakhs to Vice Chairmen and Managing Directors which has exceeded the limits prescribed under Section 197 of the Act read with Schedule V of the Act. The company has applied to the Central Government for approval for such managerial remuneration paid in excess of prescribed limits including '' 606 Lakhs for previous year.

xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the Standalone Ind AS financial statements as required by the applicable accounting standards.

xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

"Annexure B" referred to in our report of even date

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Hindusthan National Glass & Industries Limited ("the Company'') as at 31st March 2017 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

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

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

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

For Lodha & Co.

Chartered Accountants

Firm''s ICAI Registration No.: 301051E

H K Verma

Place : Kolkata Partner

Date : 15th May 2017 Membership No: 055104

---

Mar 31, 2015

We have audited the accompanying standalone financial statements of Hindusthan National Glass & Industries Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information in which are incorporated the Returns for the year ended on that date audited by the branch auditors of the company's branches at Pondicherry, Nasik and Risikesh .

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 fows 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 Companies (Accounts) Rules, 2014. Tis responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these 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. Tose 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 auditors' 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 qualified audit opinion.

Basis for qualified opinion

As stated in Note no. 2.34.1 of the financial statements, due to inadequacy of profit managerial remuneration to the extent of Rs. 944.63 Lakhs (including Rs. 302.72 Lakhs pertaining to previous year) has become in excess of the limits laid down in the Companies Act, 2013 and Companies Act, 1956 respectively awaiting Central Government approval. Pending such approvals, impact thereof on the Financial Statements is not ascertainable.

qualified opinion

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

emphasis of Matter

We draw attention to the following matters in the Notes to the Financial Statements:

1. Attention is invited to Note No 2.13.1 regarding carry forward of Minimum Alternate Tax (MAT) Credit Entitlement of Rs. 2,587.57 Lakhs based on future taxable income projected by the company.

2. Attention is invited to Note No 2.29 regarding long term Gas Supply Agreement (GSA) with GAIL(India)Limited; there are under drawn quantities of Liquefed Natural Gas(LNG) for the calendar year 2014. Against these the company has received demand notice from seller aggregating to Rs. 1758 Lakhs only representing an aggregate under drawn quantity of 450774 MMBTU. If this demand is paid, the same will be treated as advance in accounts as the company will be eligible to take under drawn quantities of LNG for the calendar year 2014 in subsequent contract years subject to seller's operational flexibility and price adjustments. The company has also represented to seller for reducing the said amount demanded which is pending resolution. Management is confident about utilization of under drawn LNG as above in subsequent contracted years. Accordingly pending resolution and in view of proposed use of LNG in future as stated above, no effect of the same has been given in these accounts. The said amount has been considered as contingent liability.

Our opinion is not modified in respect of these matters.

Other Matter

We did not audit the financial statements/ information of Puducherry, Rishikesh and Nashik included in the standalone financial statements of the Company whose financial statement/ financial information reflect total assets of Rs. 1,25,758 Lakhs as at 31st March, 2015 and total revenues of Rs. 69,561 Lakhs for the year ended on that date, as considered in the standalone financial statements. The financial statements / information's of these branches have been audited by the branch auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of these branches, is based solely on the Report of such branch auditors.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of 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. 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 purposes of our audit;

b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purpose of our audit have been received from branches not visited by us;

c) The report on the accounts of the branch offices of the Company audited under section 143(8) of the Act by Branch auditors have been sent to us and have been properly dealt with by us in preparing this report.

d) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from the branches not visited by us;

e) In our opinion, the Balance Sheet, Statement of Profit and loss and Cash Flow Statement comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

f) On the basis of the written representations received from the directors as on March 31, 2015, 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.

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

i. Pending litigations (Other than those already recognized in the accounts) having material impact on the financial position of the Company have been disclosed in the financial statement as required in terms of the accounting standards and provisions of the Companies Act, 2013 - refer Note 2.29.A and 2.29.A.1 of the financial statements;

ii. The Company does 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 Auditor's Report of even date:

i) a. Teh Company has maintained proper records showing full particulars, including quantitative details and situations of fixed assets.

b. All the assets have not been physically verified by the management during the year but there is regular programme of verification, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verifications.

ii) a. The inventory except stock lying with third parties, in few of the units and in transit has been physically verified by the management at regular intervals during the year. In our opinion and according to the information and explanations given to us, the frequency of verification is reasonable.

b. In our opinion, having regard to Para (ii) (a) above the procedure for the physical verification of the inventory followed by the management is 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 explanation given to us, the Company is maintaining proper records for inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material to the extent verified.

iii) The Company has not granted any loans secured or unsecured to companies, forms or parties covered in the register maintained under Section 189 of the Act. Accordingly, clause 3 (iii) of the Order is not applicable to the Company.

iv) In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items are of special nature for which alternative quotations are not available, there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to the purchases of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the Company.

v) The Company has not accepted any deposits from public covered under Sections 73 to 76 or any other relevant provisions of the Act and rules framed there under.

vi) We have broadly reviewed the books of account maintained by the company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 148 (1) of the Act in respect of the Company's products to which they said rules are made applicable and are of the opinion that prima facie, the prescribed records have been made and maintained. We have however not made a detailed examination of the said records with a view to determine whether they are accurate or complete.

vii) a. According to the information and explanations given to us, during the year, the Company has generally been regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service tax, Custom Duty, Excise Duty, Value Added Tax, Cess and other statutory dues as applicable to it.

b. According to the information and explanations given to us, the details of disputed dues of sales tax, income tax, customs

duty, wealth tax, excise duty, service tax, and Cess, if any, as at March 31, 2015, are as follows:

(Rs,in Lakhs)

name of the statute nature of the dues Amount

Income Tax Act Income Tax 1.30

Finance Act, 1994 Service Tax 356.12

Maharashtra Recognition Labour Wages 0.39 of Trade Unions and Prevention of Unfair Labour Practices Act, 1972 ("MRTU & PULP Act, 1971")

The Rajasthan Entry Tax - Entry Tax 153.04 Goods Act, 2003

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

Income tax Act 2011-12 CIT (Appeals)- VI, Kolkata

Finance Act 1994 2005-06 to 2008-09 CESTAT

Maharashtra Recognition 1997-98 to 1999-00 Hon'able High Court, of Trade Unions and Mumbai Prevention of Unfair Labour practices Act 1972 ("MRTU & PULP Act, 1971")

The Rajasthan entry 2007-08 to 2013-14 H'ble Supereme Court Tax- Goods Act,2003

Name of the Statute Nature of the dues Amount

Maharashtra Tax On the Levy of Entry Tax on 1,684.80 Entry of Goods Into Local Natural Gas purchased. Areas Act, 2002

Maharashtra Value Added Sales Tax 150.44 Tax Act ,2002

Mathadi Act Labour Wages 45.48

The Central Excise Act 1944 Excise Duty 5.80

90.66

7.78

20.89

25.10

1.18

3.36

115.11

3.94

5.43

13.07

483.19

67.84

195.00

Service Tax 1.19

2.09

4.81

The Sales Tax Act, 1932 Sales Tax 582.70

258.02

1,927.61

210.03

6.68

Civil case (Civil Procedure Challenged the Claims 0.28 Code) under welfare schemes under post retirement benefits



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

Maharashtra Tax on the 2012-13 to 2014-15 Levy of Entry Challenged in Entry of Goods in to High Court Local Areas Act, 2002 through fling of Writ Petition, Mumbai

Maharashtra Value Added 2004-05 to 2006-07 Jt Commissioner Tax Act,2002 (Sales Tax Appeal) Nashik

Mathadi ACT 1999-01 Hon'able High Court, Mumbai

tHE cENTRAL Excise 2004-06 Addl Commissioner ACT, 1944 Central Excise

2007-08 to 2008-09 Assistant Commissioner Central Excise 2010-11 to 2011-12

2001-02 to 2006-07 CESTAT

1995-96

2010-11

2010-11 Commissioner Appeal

2006-07 Commissioner Central Excise

2006-07 Commissioner of Service Tax

2006-07 to 2010-11 Dy Commissioner Central Excise 1993-97

1994-95 to 1996-97 Supreme Court

1999-2000

2001-02 to 2005-06

2010-11 Asst Commissioner Central Excise

2006-07 to 2008-09 CESTAT

2008-09 to 2009-10 Dy Commissioner Central Excise

The Sales Tax Act,1932 2006-07 JCST

2008-09 Senior Joint Commisioner of Commercial Tax Appeal 2011-12

2009-10 to 2010-11 Sr. Joint Commissioner of sales Tax

2003-04 T.T. Tribunal , Dehradun

Civil Case (Civil 2002-03 Court of the Civil Procedure code) Judge at Pimpri

c. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company in accordance with the relevant provisions of the Companies Act 1956 and Rules made there under.

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

ix) Having regard to corrective action plan (CAP) and terms of settlement agreed upon by the lenders as given in note 2.3.10, there is no default in repayment of dues to the banks, FI's and debenture holders as on this date. However, as stated in the said note, settlement with one of the banker is yet to be arrived at and pending this and final decision of the court on the matter, it is not possible to ascertain and comment in this respect.

x) The Company has given guarantees for loans taken by others from banks and financial institutions. In our opinion and according to the information and explanations given to us, the terms and conditions of these guarantees are prima facie not prejudicial to the interest of the Company.

xi) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised other than Rs. 100 Crore disbursed by the lender as on March 31, 2015 and pending utilization for intended use the amount so received has been temporarily invested in Mutual Funds (Refer Note No. 2.12.2 of the financial statements).

xii) During the course of our examination of books of account carried out in accordance with generally accepted auditing practices in India, we have neither come across any incidence of fraud on or by the Company nor have we been informed of any such cases by the management.

For Lodha & Co.

Chartered Accountants

Firm's ICAI Registration No.:301051E



Place: Kolkata h. K. Verma

Date: May 28, 2015 Partner

Membership No: 055104

---

Mar 31, 2014

We have audited the accompanying financial statements of Hindusthan National Glass & Industries Limited ("the Company"), which comprise the Balance Sheet as at March 31, 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 that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. 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.

Auditors'' 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 auditors'' 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 qualified audit opinion.

Basis for Qualified Opinion

As stated in Note no. 2.35.1 of the Financial Statements due to inadequacy of profit managerial remuneration to the extent of Rs. 1,121.70 Lakhs (including Rs. 579.43 Lakhs pertaining to previous year) has become in excess of the limits laid down in the Companies Act, 1956 awaiting Central Government approval. Pending such approvals, impact thereof on the Financial Statements is not ascertainable.

Qualified Opinion

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

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

(b) In the case of the Statement of Profit and Loss, of the loss 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.

Emphasis of Matter

1. Attention is invited to Note No 2.13.1 regarding carry forward of Minimum Alternate Tax (MAT) Credit Entitlement of Rs. 2,587.57 Lakhs based on future taxable income projected by the Company.

Independent Auditors'' Report

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'' 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 report on the accounts of the branch offices audited under section 228 by a person other than the Company''s auditor has been forwarded to us as required by clause (c) of sub-section (3) of section 228 and have been dealt with in preparing our report in the manner considered necessary by us;

(d) 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;

(e) 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 read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 to the extent applicable;

(f) On the basis of written representations received from the Directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure to the Independent Auditors'' Report (Referred to in Paragraph 1 of our Report of even date)

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

b. All the assets have not been physically verified by the Management during the year but there is regular programme of verification, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verifications.

c. During the year, the Company has not disposed off substantial part of its fixed assets.

ii) a. The inventory except stock lying with third parties, in few of the units and in transit has been physically verified by the Management at regular intervals during the year. In our opinion and according to the information and explanations given to us, the frequency of verification is reasonable.

b. In our opinion, having regard to Para (ii) (a) above, the procedure for the physical verification of the inventory followed by the Management is 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 explanation given to us, the Company is maintaining proper records for inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material to the extent verified.

iii) a. The Company has not granted any loans, secured or unsecured, to companies covered in the register maintained under section 301 of the Act. Therefore the provisions of clause 4(iii) (a) to (d) of the Order are not applicable to the Company.

b. The Company had not taken any unsecured loan from companies covered in the register maintained under section 301 of the Act. Therefore the provisions of clause 4(iii) (e) to (g) of the Order are not applicable to the Company.

iv) In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items are of special nature for which alternative quotations are not available, there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to the purchases of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the Company.

v) a. To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Act have been so entered.

b. In our opinion, having regard to the remarks as given in Para (iv) above, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of Act and aggregating during the year to Rupees Five Lakhs or more in respect of each party have been at prices which are considered reasonable having regard to prevailing market price for such goods and materials.

vi) The Company has not accepted any deposits from the public during the year.

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

viii) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by Central Government for the maintenance of cost records under section 209(1)(d) of the Act and are of the opinion that prima facie, the prescribed records have been made and maintained. We have however not made a detailed examination of the said records with a view to determine whether they are accurate or complete.

ix) a. The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Wealth Tax, Service Tax, Income Tax, Sales Tax, Custom Duty, Excise Duty, Cess and other material statutory dues with the appropriate authorities. There are no undisputed statutory dues payable for a period of more than six months from the date these dues became payable as at March 31, 2014.

b. According to the information and explanations given to us, the statutory dues which have not been deposited as on March 31, 2014 on account of disputes are as under :

Annexure to the Independent Auditors'' Report

Name of the Statute Nature of Amount Period to which the dues (Rs. In Lakhs) amount relates

Bombay Sales Tax Act Sales Tax 5.13 1997-98 1959

Finance Act, 1994 Service Tax 96.73 2005-06 to 2007-08 2.95 2006-07 to 2008-09

Maharashtra Value Added Sales Tax 36.44 2004-05 Tax Act, 2002

114.00 2005-06 & 2006-07

The Central Excise Excise Duty 16.60 2002 to 2006 Act, 1944 3.99 2006 to 2007

13.06 1993-97

22.26 1994-97

483.19 1995-97

25.10 1995-96

67.84 1999-2000

195.00 2001-02, 2002-03, 2003-04, 2004-05 & 2005-06

33.88 2002-03

0.30 2002-03

105.31 2003-04

5.79 2004-05, 2005-06

115.11 2006-07

3.94

5.03

4.47 2007-08

0.61 2007-08

4.15 2007-08 to 2010-11

267.22 2007-08, 2008-09 and 2009-2010

86.19 2008-09

7.38 2010-11

7.71 2010-11

0.61 2010-11

4.77 2011-12

The Central Excise Act, Service Tax 9.05 2004-05 1944

0.82 2006-07

0.27 2006-07 & 2007-08

0.01 2007-08 & 2008-09

Name of the Statute Forum where the dispute is pending

Bombay Sales Tax Act 1959 Commissioner Sales Tax, Pune

Finance Act, 1994 CESTAT

CESTAT

Maharashtra Value Added Tax Act, 2002 Jt. Commissioner (Sales Tax Appeal), Nashik

Maharashtra Sales Tax Tribunal, Mumbai

The Central Excise Act, 1944 CESTAT

CESTAT

Dy. Commissioner Central Excise

CESTAT

Supreme Court

CESTAT

Supreme Court

Supreme Court

CESTAT

CESTAT

Supreme Court

Addl. Commissioner Central Excise

Commissioner Central Excise

Commissioner of Service Tax

Joint Commissioner Central Excise

Assistant Commissioner Central Excise

High Court, Madras

Bombay High Court

Commissioner of Service Tax

Assistant Commissioner Central Excise

Assistant Commissioner Central Excise

Commissioner Appeal

Commissioner Appeals Central Excise

Assistant Commissioner Central Excise

The Central Excise Act, 1944 CESTAT

CESTAT

CESTAT

CESTAT

Name of the Statute Nature of Amount Period to which the dues (Rs. In Lakhs) amount relates

0.99 2008-09

4.17 2008-09

0.64 2009-10

1.19 2010-11

The Sales Tax Act, 1932 Sales Tax 6.68 2003-2004

582.70 2006-07

258.02 2008-09

12.48 2009-10

2010-2011 198.27

721.11 2013-14

Name of the Statute Forum where the dispute is pending

CESTAT

Dy. Commissioner Central Excise

Dy. Commissioner Central Excise

Asst. Commissioner Central Excise

The Sales Tax Act, 1932 T.T. Tribunal, Dehradun

JCST

Senior Joint Commisioner of Commercial Tax Appeal

Senior Joint Commissioner of Sales Tax

Senior Joint Commissioner of Sales Tax

Mumbai High Court

x) The Company has no accumulated losses at the end of the financial year. It has not incurred cash losses in the current year. However, it has incurred cash losses in the immediately preceding financial year.

xi) In our opinion and on the basis of information and explanations given to us by the Management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

xii) According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Order are not applicable to the Company.

xv) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by body corporate from bank are not prima facie prejudicial to the interest of the Company.

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

xvii) According to the information and explanations and on an overall examination of the Balance Sheet of the Company, we report that the Company has used funds to the extent ofRs. 4,845.44 Lakhs raised on short term basis mainly on account of losses and fixed assets.

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

xix) The Company has not issued any secured debenture during the year. Accordingly, clause 4(xix) of the Order is not applicable to the Company.

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

xxi) Based upon the audit procedures performed and information and explanations given to us, we report that no material fraud on or by the Company has been noticed or reported during the course of our audit.

For LODHA & CO. Chartered Accountants

Firm''s ICAI Registration No. : 301051E

H. K. Verma

Place : Kolkata Partner

Date : May 20, 2014 Membership No : 055104

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Hindusthan National Glass & Industries Limited ("the Company"), which comprise the Balance Sheet as at March 31, 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.

Auditors'' 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 auditors'' judgment, including the assessment of the risks of material misstatement in 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 the 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.

Basis for Qualified Opinion

As stated in Note no. 2.35.1 of the financial statements due to inadequacy of profit, managerial remuneration to the extent of Rs. 579.43 lacs has become in excess of the limits laid down in the Companies Act, 1956 awaiting Central Government approval. Moreover the appointment and remuneration of Rs. 4.76 lacs to the Executive Director is also subject to approval of Shareholders and Central Government. Pending such approvals, impact thereof on the financial statements is not ascertainable.

Opinion

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

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

(b) In the case of the Statement of Profit and Loss, of the loss 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 (Auditors'' 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 report on financial statements of units audited by Branch Auditors has been considered by us in preparing our report;

(d) 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;

(e) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 to the extent applicable;

(f) On the basis of written representations received from the Directors as on March 31, 2013, and taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2013, from being appointed as a Director in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956.

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

b. All the assets have not been physically verified by the Management during the year but there is regular programme of verification, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verifications.

c. During the year, the Company has not disposed off a substantial part of its fixed assets.

ii) a. The inventory except stock lying with third parties, in few of the units and in transit has been physically verified by the Management at regular intervals during the year. In our opinion and according to the information and explanations given to us, the frequency of verification is reasonable.

b. In our opinion, having regard to Para (ii) (a) above the procedure for the physical verification of the inventory followed by the Management is 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 explanation given to us, the Company is maintaining proper records for inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material to the extent verified.

iii) a. The Company has not granted any loans, secured or unsecured, to companies covered in the register maintained under section 301 of the Act. Therefore the provisions of clause 4(iii) (a) to (d) of the Order are not applicable to the Company.

b. The Company had not taken any unsecured loan from companies covered in the register maintained under section 301 of the Act. Therefore the provisions of clause 4(iii) (e) to (g) of the Order are not applicable to the Company.

iv) In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items are of special nature for which alternative quotations are not available, there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to the purchases of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the Company.

v) a. To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Act have been so entered. b. In our opinion, having regard to the remarks as given in Para (iv) above, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of Act and aggregating during the year to Rs. Five lacs or more in respect of each party have been at prices which are considered reasonable having regard to prevailing market price for such goods and materials.

vi) The Company has not accepted any deposits from the public during the year.

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

viii) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by Central Government for the maintenance of cost records under section 209(1) (d) of the Act and are of the opinion that prima facie, the prescribed records have been made and maintained. We have however not made a detailed examination of the said records with a view to determine whether they are accurate or complete.

ix) a. The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Wealth Tax, Service Tax, Income Tax, Sales Tax, Custom Duty, Excise Duty, Cess and other material statutory dues with the appropriate authorities. There are no undisputed statutory dues payable for a period of more than six months from the date these dues became payable as at March 31, 2013.

x) The Company has no accumulated losses at the end of the financial year. It has incurred cash losses in the current year. However, it has not incurred cash losses in the immediately preceding financial year.

xi) Having regard to the matter dealt with in the note 2.10.1 of the financial statements being sub-judice and default as such, presently not being ascertainable, according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

xii) According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Order are not applicable to the Company.

xv) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by body corporate from bank are not prima facie prejudicial to the interest of the Company.

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

xvii) According to the information and explanations and on an overall examination of the Balance Sheet of the Company, we report that the Company has used funds to the extent of Rs. 3,186.84 lacs raised on short term basis mainly on account of losses and fixed assets.

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

xix) The Company has not issued any secured debenture during the year. Accordingly, clause 4(xix) of the Order is not applicable to the Company.

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

xxi) Based upon the audit procedures performed and information and explanations given to us, we report that no material fraud on or by the Company has been noticed or reported during the course of our audit.

For Lodha and Co.

(Chartered Accountants)

Firm''s ICAI Registration No. 301051E

(H.K. Verma)

Partner

Membership Number: 055104

Place : Kolkata

Date : May 30, 2013

---

Mar 31, 2012

We have audited the attached Balance Sheet of Hindusthan National Glass & Industries Limited ("the Company") as at March 31, 2012 and the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

1. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 ("the Order") issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 ("Act") and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we further report that:

i) (a) The Company has maintained proper

records showing full particulars including quantitative details and situation of fixed assets.

(b) All the assets have not been physically verified by the Management during the year but there is regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verifications.

(c) During the year, the Company has not disposed off a substantial part of its fixed assets.

ii) (a) The inventory except stock lying with third parties and in transit has been physically verified by the Management at regular intervals during the year. In our opinion and according to the information and explanations given to us, the frequency of verification is reasonable.

(b) In our opinion, the procedure for the physical verification of the inventory followed by the Management is 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 explanation given to us, the Company is maintaining proper records for inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii) (a) The Company has not granted any loans, secured or unsecured, to companies covered in the register maintained under section 301 of the Act. Therefore the provisions of clause 4(iii)(a) to (d) or the order are not applicable to the Company.

(b) The Company had not taken any unsecured loan from companies covered in the register maintained under section 301 of the Act. Therefore the provisions of clause 4(iii) (e) to (g) of the order are not applicable to the Company.

iv) In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items are of special nature for which alternative quotations are not available, there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to the purchases of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the Company.

v) (a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Act, have been so entered.

(b) In our opinion, having regard to the remarks as given in para (iv) above, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act, and aggregating during the year to Rupees Five Lacs or more in respect of each party have been at prices which are considered reasonable having regard to prevailing market price for such goods and materials.

vi) The Company has not accepted any deposits from the public during the year.

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

viii) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by Central Government for the maintenance of cost records under section 209(1 )(d) of the Act and are of the opinion that prima facie, the prescribed records have been made and maintained. We have however not made a detailed examination of the said records with a view to determine whether they are accurate or complete.

ix) (a) The company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Wealth Tax, Service Tax, Income Tax, Sales Tax, Custom Duty, Excise Duty, Cess and other material statutory dues with the appropriate authorities. There are no undisputed statutory dues payable for a period of more than six months from the date these dues became payable as at March 31, 2012.

(b) According to the information and explanations given to us, the statutory dues which have not been deposited as on March 31, 2012 on account of disputes are as under:

Amount Period to which Nature (Rs.in the amount relates Forum where Name of the Statute of Dues Lacs) (Financial Year) dispute is pending

Employees' State Insurance Act, ESIC 3.48 2000-01 ESIC Court, Pune 1948 Damages 92.82 2005-06, 2007-08 and Assistant 2008-09 Commissioner of Central Excise 17.82 1993-94, 1994-95, Dy.Commissioner of The Central Excise Act, 1944 Excise 1995-96, 1996-97, Central Excise Duty 2007-08, 2008-09 and 2009-10 5.79 2004-05 and 2005-06 Addl.Commissionerof Central Excise

121.43 1998-99, 1999-2000, Commissioner of 2004-05 and 2006-07 Central Excise 5.03 2006-07 Jt.Commissioner of Central Excise 122.47 1994-95, 1995-96, CESTAT 1996-97, 2002-03, 2003-04, 2004-05, 2005-06 and 2006-07 11.14 2001-02 and 2005-06 High Court 656.34 1995-96, 1996-97,1999- Supreme Court 2000 and 2003-04 1.19 2010-11 Asst. Commissioner of Central Excise Service 4.06 2008-09 and 2009-10 Dy. Commissioner of Tax Central Excise 2.33 2006-07, 2007-08 and CESTAT 2008-09 Industrial Dispute Act, 1947 Labour 0.35 2002-03 Labour Court, Pune Wages 0.39 2003-04 High Court Mathadi Act Labour 90.79 1999-2000 and 2000-01 High Court Wages Bombay Sales Tax Act, 1959 Sales Tax 42.81 1997-98 Commissioner Sales Tax, Pune 36.44 2004-05 Jt. Commissioner (Sales Tax Appeal), Maharashtra Value Added Tax Sales Tax Nashik Act, 2002 114.00 2005-06 & 2006-07 Maharashtra Sales Tax Tribunal, Mumbai 582.70 2006-07 Jt.Commissioner of Sales Tax 743.96 2008-09 Senior Joint The Sales Tax Act, 1932 Sales Tax Commisioner of Commercial Tax Appeal 6.69 2003-04 T.T.Tribunal, Dehradun Finance Act, 1994 Service 2.95 2006-07, 2007-08 and CESTAT Tax 2008-09 The Electricity Act, 2003 Electri city 77.44 2011-12 Appellate Authority, Duty Mumbai

x) The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current or in the immediately preceding financial year.

xi) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to a Financial Institution, Bank or Debenture holders.

xii) According to the information and explanations given to us, the Company has not granted any

loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The Company is not a Chit Fund or a Nidhi/ Mutual Benefit Fund/Society. Accordingly, the provisions of clause 4 (xiii) of the Order are not applicable to the Company.

xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Order are not applicable to the Company.

xv) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by body corporate from bank are not prima facie prejudicial to the interest of the Company.

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

xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that short-term fund have not been used for long-term investment.

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

xix) According to the information and explanations given to us, the Company has created security in respect of debentures issued during the year.

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

xxi) Based upon the audit procedures performed and information and explanations given to us, we report that no material fraud on or by the Company has been noticed or reported during the course of our audit.

2. Further 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 purpose of our audit.

ii) 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.

iii) 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 these books.

iv) The report on accounts of units audited by Branch Auditors has been considered by us in preparing our report.

v) In our opinion, the Balance Sheet, Statement of 1 Profit and Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211 (3C) of the Act to the extent applicable.

vi) On the basis of the written representations from the Directors and taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2012 from being appointed as a Director under Section 274(1) (g) of the Act.

vii) In our opinion and to the best of our information and according to the explanations given to us, the said Financial Statements read together with Notes on Financial Statements give the information required by the Act in the manner so required and also give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

For Lodha & Co.

Chartered Accountants

Firm's ICAI Registration No. 301051E

H K Verma

Place: Kolkata Partner

Date: May 15, 2012 Membership No: 55104

---

Mar 31, 2011

We have audited the attached Balance Sheet of Hindusthan National Glass & Industries Limited as at 31st March 2011 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

1. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we further report that:

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

(b) All the assets have not been physically verified by the management during the year but there is regular programme of verification, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In respect of assets verified during the year and to the extent reconciled with book records, there were no material discrepancies.

(c) During the year, the Company has not disposed off a substantial part of its fixed assets. In our opinion, the disposal of such assets has not affected the going concern status of the Company.

ii) (a) The inventory except stock lying with third parties and in transit has been physically verified by the management at regular intervals during the year. In our opinion and according to the information and explanations given to us, the frequency of verification is reasonable.

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

(c) The Company is maintaining proper records of inventory. As explained to us, discrepancies noticed on physical verification of inventory were not material.

iii) (a) The Company has not granted any loans, secured or unsecured, to companies covered in the register maintained under section 301 of the Act. Accordingly, the provisions of clause 4(iii) (a) to (d) are not applicable to the company.

b) The Company had not taken any loans, secured or unsecured from companies covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (e) to (g) are not applicable to the company

iv) In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items are of special nature for which alternative quotations are not available, there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to the purchases of inventory, fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system.

v) (a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion, having regard to the remarks as given in para (iv) above, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956, and aggregating during the year to five lacs or more in respect of each party have been at prices which are considered reasonable having regard to prevailing market price for such goods and materials.

vi) The Company has not accepted any deposits from the public during the year.

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

viii) The Central Government has not prescribed for the maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 in respect of any of the Companys product.

ix) (a) The company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Wealth Tax, Service Tax, Income Tax, Sales Tax, Custom duty, Excise duty, cess and other material statutory dues with the appropriate authorities. There are no undisputed statutory dues payable for a period of more than six months from the date these dues became payable as at 31st March 2011.

(b) According to the information and explanations given to us, the statutory dues which have not been deposited as on 31st March 2011 on account of disputes are as under:

Name of the Nature of Dues Amount Period to which the amount relates Forum where dispute is Statute (Rs.in (Financial year) pending lacs)

Employees State ESIC Damages Insurance ACT 3.48 2000-01 ESIC Court, Pune 1948

2005-06, 2006-07, 2007-08 and Assistant Commissioner 66.86 2008-09 Central Excise

1993-94, 1994-95, 1995-96, 1996-97, Asst/Dy- Commissioner 21.65 2007-08, 2008-09 and 2009-10 Central Excise

Addl Commissioner of 5.79 2004-05 and 2005-06 Central Excise

1995-96, 1998-99, 1999-2000, 2004- The Central Commissioner Central Excise Duty 156.37 05, 2005-06, 2006 -07, 2007-08 and Excise Act 1944 Excise 2008-09

1994-95, 1995-96, 1996-97, 2002- 103.28 03,2003-04, 2004 -05, 2005-06, CESTAT 2006-07, 2007-08 and 2008-09

4.38 2001-02 and 2007-08 High Court

1995-96,1996-97, 1997-98, 1999- 1,207.37 Supreme Court 2000, 2000 - 01

Industrial Labour Wages 2.60 1998-2000 & 2000-2003 Labour Court Pune Dispute Act 1947

Mathadi Act Labour Wages 73.33 1999-2001 High Court

Bombay Sales Sales Tax 42.81 1997-98 Commissioner Sales Tax, Pune Tax Act 1959

Haryana General Sales Tax 77.52 2002-03 Sales Tax Tribunal, Haryana Sales Tax Act

Jt Commissioner (Sales Tax Maharashtra 36.44 2004-05 Appeal) Nashik Value Added Tax Sales Tax

Maharashtra Sales Tax Act, 2002 114.00 2005-06 & 2006-07 Tribunal, Mumbai

6.89 2003-04 J.C. (Appeal), Dehradun

779.46 2005-06 and 2006-07 JCST

The Sales Tax Senior Joint Commisioner of Sales Tax 68.30 2007-08 Act, 1932 Commercial Tax Appeal

1996-97, 1997-98, 1998-99 & 1999- 58.59 T.T. Tribunal, Dehradun 2000

Finance Act, Service Tax 2.95 2006 - 07, 2007 - 08 and 2008 - 09 Commissioner (Appeals) 1994

x) The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current or in the immediately preceding financial year.

xi) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

xii) According to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditors Report) Order, 2003, are not applicable to the Company.

xv) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by a body corporate from bank are not prima facie prejudicial to the interest of the Company.

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

xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that short term fund have not been used for long-term investment.

xviii) During the year, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

xix) According to the information and explanation given to us, the Company has not issued secured debentures during the year.

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

xxi) Based upon the audit procedures performed and information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

2. Further 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 purpose of our audit.

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

iii) 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 these books.

iv) The report on accounts of units audited by Branch Auditors has been considered by us in preparing our report.

v) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956 to the extent applicable.

vi) On the basis of the written representations from the Directors and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2011 from being appointed as a Director under Section 274(1)(g) of the Companies Act, 1956.

vii) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with Notes on Accounts of Schedule "S" give the information required by the Companies Act, 1956 in the manner so required and also give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

For Lodha & Co.

Chartered Accountants

Firms ICAI Registration No. 301051E

H. K. Verma

Place: Kolkata Partner

Date: 21st May 2011 Membership No: 55104

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Mar 31, 2010

We have audited the attached Balance Sheet of HINDUSTHAN NATIONAL GLASS & INDUSTRIES LIMITED as at 31st March 2010 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

1. As required by the Companies (Auditor’s Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we further report that:

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

b) All the assets have not been physically verified by the management during the year but there is regular programme of verification, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. There were no material discrepancies with regard to book records in respect of the assets verified during the year.

c) During the year, the Company has not disposed off a substantial part of its fixed assets. In our opinion, the disposal of such assets has not affected the going concern status of the Company.

ii) a) The inventory except stock lying with third parties and in transit has been physically verified by the management at regular intervals during the year. In our opinion and

according to the information and explanations given to us, the frequency of verification is reasonable.

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

c) The Company is maintaining proper records of inventory. As explained to us, discrepancies noticed on physical verification of inventory were not material.

iii) a) The Company has not granted any loans, secured or unsecured, to companies covered in the register maintained under section 301 of the Act. Accordingly, the provisions of clause 4(iii) (a) to (d) are not applicable to the company.

b) The Company had not taken any loans, secured or unsecured from companies covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (e) to (g) are not applicable to the company.

iv) In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items are of special nature for which alternative quotations are not available, there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to the purchases of inventory, fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system.

v) a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion, having regard to the remarks as given in para (iv) above, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956, and aggregating during the year to five lacs or more in respect of each party have been at prices which are considered reasonable having regard to prevailing

market price for such goods and materials.

vi) The Company has not accepted any deposits from the public during the year.

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

viii) The Central Government has not prescribed for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 in respect of any of the Company’s product.

ix) a) The company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance Wealth Tax, Service Tax, Income Tax, Sales

Tax, Custom duty, Excise duty, cess and other material statutory dues with the appropriate authorities. There are no undisputed statutory dues payable for a period of more than six months from the date these dues became payable as at 31st March 2010.

There are no undisputed statutory dues payable for a period of more than six months from the date these dues became payable as at March 31, 2009.

b) According to the information and explanations given to us, the statutory dues which have not been deposited as on 31st March 2010 on account of disputes are as under:

Name of the Nature of Dues Amount Statute (Rs in lacs)

The Central Excise Excise Duty 656.34 Act, 1944

4.38

235.06

0.30

19.40

The Sales tax Sales Tax 40.15 Act, 1932

6.89

455.04

213.65

Maharshtra Value Sales Tax 114.00 Added Tax Act, 2002

Bombay Sales Tax Sales Tax 51.31 Act, 1959

Haryana General Sales Tax 77.52 Sales Tax Act

The Central Excise Service Tax 3.16 Act, 1944



Name of the Statute Period to which Forum where dispute the amount relates is pending (Financial year)

The Central Excise 1995-96,1996-97,1997-98, Supreme Court

Act, 1944 2000 - 01

2001-02 and 2007-08 High Court

1995-96,1996-97,1997-98, CESTAT

1998-99,1999-2000,2002-03,

2003-04,2004-05,2005-06,

2006-07 and 2008-09

2000-01and 2001-02, Commissioner (Appeals)

1993-96,2005-06 and 2008-09 Assistant Commissioner

The Sales Tax 1996-97, 1997-98, 1998-99, T.T. Tribunal, Dehradun

Act, 1932 1999-00

2003-04 J.C. (Appeal), Dehradun

2005-06 JCST

2001-02 ACCT

Maharshtra Value 2005-06, 2006-07 Maharshtra Sales

Added Tax Tax Tribunal, Act, 2002 Mumbai

Bombay Sales Tax 1997-98 Commissioner sales Tax, Pune

Act, 1959

Hary General 2002-03 Assessing Sales Tax Act Authority (Jhajjar)

The Central Excise 2007-08, 2008-09 and Commissioner (Appeals) Act, 1944 2009-10



x) The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current or in the immediately preceding financial year.

xi) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

xii) According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditor’s Report) Order, 2003, are not applicable to the Company.

xv) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by a body corporate from bank are not prima facie prejudicial to the interest of the Company.

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

xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that short term fund have not been used for long-term investment.

xviii)During the year, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

xix) According to the information and explanation given to us, the Company has created security in respect of debentures issued during the year.

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

xxi) Based upon the audit procedures performed and information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

2. Further 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 purpose of our audit.

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

iii) 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 these books.

iv) The report on accounts of units audited by Branch Auditors has been considered by us in preparing our report.

v) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956 to the extent applicable.

vi) On the basis of the written representations from the Directors and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2010 from being appointed as a Director under Section 274(1)(g) of the Companies Act, 1956.

vii) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with Notes on Accounts of Schedule “S” give the information required by the Companies Act, 1956 in the manner so required and also give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

For Lodha & Co.

Chartered Accountants

Firms ICAI Registration No. 301051E

H. K. Verma Place: Kolkata - 700 069 Partner

Date: May 19, 2010 Membership No: 55104