Auditor Report of Khaitan (India) Ltd.

Mar 31, 2024

We have au d Usd the accnrppanvlng financial statement of Khaftan (India) Limited (tfie "Company'') which cornpfIse tne Balance Shee! as at 3i March, 2(rdA, and the Statement of Profit and Low {Including Other Comprehensive I ncome), Statement cl C lianges in Equity end the Statement of Cash Flows far the year then ended} end notes to the financial statements, including a summary of significant accounting policies «nd other explanatory Iniormetlun (Financial Statement).

in Dur opinion and tn the best ol our irttbrihaljon and hcoc rding la tha explanation* given to us, the srnrEsaid Financial Statements give 1he information required by the Comperfiaa Act 2Q13 f''ttiBAd") in Ihe manner so required arm give alrue anflfiairvieW subject to qualification as mention n nt basis for qualified opinion paragraph, in ccfiiornrHy Uvilh the accuunting principles generally accepted in India including the Indian Accounting StandanJs -spec: lied m !Fie Com nateas llnfl ian Accourttmg Standenda) Rule 2tl15 {as emended) under SBC-hcn 133 or She Act,, cf the slate of alTairs erf IhB Company as at 31 March £034, and nat profit (including other comprensnsive income}, changes in equity end Its cash Notts lor the year ended on that date

Basis far Qualified Opinion

Reference la Invited to Nate fid - AT to (hefinancial results regarding Pi eduction activity dftfie sugar mill efthe company is continued tc be under suspension for h long time altar incurring heavy losses. Tha production activilias could not be resumed during the currant yea''-because of urt-remunateftiVe eel''llng prices and high cost ol productioh. However. the ccmp&ny Is hapeliif that In future because of the various maasu ras anvlaaged tha position may improve. therefore, for the tme being company has not considered tho business of sugar as discontinued L''cersFcn

Wd Conducted «J|* a jdi. In accordance With the Standards on Auditing (5AS), as Specified undar Sedtidn 14311 C) of (he Companies Act, 2013, as amended (Thfl Aif). Ctur responsiljllijcas under thoSE Standards ara farther described in the ‘Auditors Responsibilities far 1ha Audit or the Financial Ftesulti" Section of ouri-epcd. Wfe are Independently the Company in acCbidance with (ha ''Cede Sf.BfllKf issued by (ha inetitule of Ccanarad Accountants ct India ibgethar with the ethical requirements that am relevant tc out audit of tha financial statements under the provisions ol the- Am and tha Rules theraundsu, and lira have falfilted cur othar ethical retc u -isib. iiias la ecccrilapte with these requirements and the C ode ct Ethics We believe that the audit evidence cd-ained by us is sufficient and appropi isne id provide a basis far Our opinion.

Male rial Uncertainly related ID Sulitg Concern

We draw attention iu Note rm M of the financial statement* which indicates that-the the company has incurred imses uptc me halt year ohCed 30ih September 2032 and atSointlte Immediately preceding fteVlInariCial vc-on,. is tuth the net wudh of the company has reduced However, dua tu various business i mpmvement related measures undertaken oy the company, II has earned not profits fur the financiaf year 2022-23 and 2023-24. The nianagement is hopslbl of improved results In ati^sequent serteda) years tod, as such the accounts of ''the company have been prepared an going concern basis.

emphaits or Mailer

WlMluuL modifying oh r opinion attention is drawn tofalluwi-ng matters:

a) Referenda Is Irti/ned to Nero No .-51 to financial statements, balances of bade i eealvibles. trade payables, loans una advance s, claims recoverable are subject-fa reconciliation andcucfinmoliub.

Key Audit Matters

Key audit itfatters are those mailers that, in our professional Judgment. were of must s-gnUe-antc In our audit ct me Lnd AS financial statements for ihe financial year ended 31 st March, 2024. These itistters ware addressed In tne eorvlext of plu eudu of ific- lnd AS financial statements as a whale, and in forming our opinion thereon, aid we do net provide a separate opifibn on these manats. For each mutter below, our descri pticn of hew our audit adare*sad the matter Is provided In that context.

Key Audit Matters	Auditor response to hey nudit mitsotr-
R Evenut Recognition As dl£t usgd In nv.cSfev) ul ths hnanriul Ebtorponl, reviii je is :OCrjgniiSd it 1h* fair vflba of Cunsifler.jtiurl lecaivsd nr ?tciViiE i ViThan ffis .-g''liVjiirn risk, -ortind1: jnd ownership cl the flfiot^feave ftSsn Iransfcrted and rive amount fritrsttfesri be ¦;''ta5U.r''jd rollably. Tk''Is represents Hie id mulce value cl g-uods supplied to lMir-d p-jr-:i*s alts'' deducting trj.d-3 cliaeaur:L^, ''ati- rr fii Velum-.- reiat-es and ?Lftgcrlrkg ar t i ot packing chargii. Al yiar-sfid, amuorls -.u-r volume baaed discount;, Bdaita and oil er pnomollon Incentives that liaws been Incurred and rot J Pv Jed LL-1 ic tUitortteis aitustnrated ^nd BCC1 Lied, V/e Have nu. isidciLc -J''lis as 2 k-vy audit matter on aocQuY ut slBnHcara Judgement and--slinij:!e Involved In calculation ur provision lot sued dijccjriti, tiefcaitos and erthw pramodflrt :iceivt-''..es as, at the Balance Sheet dale	Our duuit piu EedurdEnioudHri. * U nd^tfahdlny IJto Pruca^S fofloWdC liy Ihe Company Lu-dptemi n-0 Lbs citrjuhl of accrLii! tor discount; and nofcatas * Evaluating 11 .a ttssigh and liftpleiflsnrta&irr and toiling operating sPfecflveneSS ol Comnahy''E gonersl IT eemrels, hey manual and application controls dvsr the Cumgarty''s 11 systems Including corti''uls over rebates Lig-pdfTicnls/ arrangement* lebata paync-uls/ MHlSfrientS =ino Uo''TlpLL''iy''L review jvci the rebate accruals. * Inspect rg on a sample bas^s, key customer ccnlrsicts. Based onlne ton "is and coi dilbrs jo''atlngto d s :suuls and rebates, assessing lha Gorrrptihy''s WVsnui iccogi'' tfrni poll'', es '',vdh rtbiori-te to Ino TstpjNtftenls of tfie applicable accoun t ng BtarKtSds. * k''e-f''jnmingstibstartvetestii’b by s^lSdHng saffthlss of discounts and rtfcpOjA Lransscbuns recorded during the year as well as cer''od end discourrts an-d ''ehates accruaio and match-ng tne paramfiters usee m ine comptrt mod With the relevant Sxjroe dociimenis. * LKaotlnlhCF historical le&ate-tliscucir-l a-ccrtia! togetlw wllhuui understanding of current year bevetujjillnerits to (bnyisii e^pedr''.t on dthe rebate e scoun accrual as at year end and campirlng this BiqpectHllori agslrst Lne adua'' retate-dJSCLiunt accrua-, cftmpletlnfl f-urthe'''' ,r.pu''"ies aniy obteJnlng irndeil^ng d- icunrentethr-, bn a sample basis, as ap''fiivpriate. I''urtoer. we aisc perfomed ritriepectlve pfy 1 ew to evaluate rpe precision with which EfiSnagemflnl mfiftes esflmates
ProvdS icsif and coMl-ngenl liabilities Has provisions ariG eorungent labirtas relate to ongoing Wgationsaind -.. alms will'' vj lout autfwrltiBS and third parties. As at the year ended 31 Maicn 1C2* , ihe sete:m:nation of a m ''vi ........ d a i'' mge -H hat'' nicy requires: gnrfcant Judgment by the Cumoany because cf tne inherent complexity ir ssSmat ng future costs The amount (ecqflMpad a?, a pH j vlilOn is tbg best estimate of he stfpend''TJre tie provisions and contingent iao-lues are subject to changes in ihe uuIcoitmb ¦ IWgatluns and claims and the pus mens taken by tne Company. hlnvtilveiiignlllcwilJijdgmeritsridEstiiriallon to determine Ine i nelfhood and tinting utne cash ^uHIowf and nte-rpietabijns of he legal aspects. la* legislations and Judgments previously made by authorWes.	Our audit priacflduraalncliiiipfll: * UitdensTandirig tbo process toltowisd by Ite Company hr nsssssmarn a. id detsrmlnatkjr o tha antount si provisions and conllngomt liabilLss tcaing to LTtauon, i Lgationsand claims. ¦ Lva uatlpg the design an Innplemental ''end- id testing ¦jpe''a:i-ig effectiveness o! key internal controls arunJ Lbe lec-ti-gnltlon and measurement ol orovisinns and re assessment of contingent Mabhitiss - involving tsu profess!i mall with specialized skik: and krioiMedge ti assist in the assessment cf die value ji siynncanf provisions and ountlngent lahll lies ''elating to taxath.m mstttei onsampleiisMls, in - ghto-the iiattire .''me ewpoauPK, L-ippiicutene ''eguiml-jns and related cut re SDondence with the auto'' n dtes

Key Audit Matters

Auditor response to key pudit matters

Inqulnng me status In respect a! i;gn,ficant previsions and contingent liabilities with (he Companya internal tax and legal team, Including chol''enging the assumptions ana critical judgments mede by the Company which impacted the computation of Ihe provisions and Inspecting the compute tiori. Assessing the assumptions used And estimates or outcome end financial eflect. Including consfoenng judgment uf the Company, supplemented by experience of similar decisions previously made by Ihe authorities ana, In some eases, relevant opinions given by tire Cornpanya advisors and legal counsels'', Evaluating judgments made by the Company by comparing the estimates of prforyear (otheocfoal outcome Evaluating ihe Company''s disclosures h the standalone financial stHwmenTa in respect of provisions ana cortilngerr (I abilities.

Information cOivr ihnnUic Financial Statomanta and Auditors'' Fte purl thereon

The Company* management and Beard ot Dbaefora ara responsible for fwaparafian otthe Dinar information. The either lnformalfon comprise* the Irifarmstftin Ineludeo In the Directors'' report, Management DlMussiuh S Analysis etc, bur dent: nc( Include the Ulnencld statements and uur auditors'' repc rt tries wn. Such ether Informal!cuts ate eKweted fobs made available to ua after the data at this auditors repurt. Our tipinfon Dti the financial statements does not ccvei the altier information and we eu not express any term d assurance conclusion Ihereon.

In connection wlih our audit sf the financial etaterf rents. our responsibility Is to read the other Informanton klervtffiad as abate vidian It bedtimes available and, In doing so, consider y/hethwihe ether information Is materially Incorvsfsteiti whh the financial siatEincnts or cut knowledge obtained In th* audit, dr otherwise appears to be mute rlsIlytnlssEited.

Whan MM read the other Information, nf we conclude that [Iter* Is a material mlsstalomenl tlherdn, we are required Id canvnnijnleate hie matter id tnosa charged ’Mth governance and take appropriate actions fiecessftated by the clrctimstancee and the applicable laws and legulations

Responsibilities of Management and Those Charged with Governance farthc Financier Stati-monts

Tlw Company''s Boajd of Directors ts responsible fo-r the rnaneirs staled In section I34f5| otlha Companies Act, 2Q13 flha Act") wllh respect to Llv; preparation at these financial statements that gives- a true and fair view of the financial position, financial performance, change* lr, equity and cash flows of the Company In accordance with the accounting principles generally accepted In India, including the Indian Accou ntlng Standards -find AS) specified under section 133 of the Act.

This responsibility also Includes maintenance Of adequate accounting records In accordance with the provisions irt the Act lot Safeguarding of Ihe assets or the Company and for preventing and detecting frauds and oilier foagularniest seleuUtn and application of appropriate accounting policies, making Judgment 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 >jf the accounting reeordi, relevam to ihe preparation and presentation of Uts Ind AS financial statements dm give a true and fair view a nd are Pee from material misstatement, whether due to fraud or error.

In preparing the Knanclai statements, 1he Board of Directors is responsible for assessing the Company''s ability to continue os a going concern. disclosing, as applicable, matters related to going concern arid using foe going concern basis sf accou ntmg unless the Board of Directors either Intends to Itoutdstt the Company or to cease operations, or has no realistic alternative but to dose.

That Board of Director! are aide responslbte for overseeing the Company''s financial repenting process

Auditor''s fiespon ufbiiiire s tor fh e Audit or Ptm nn.i n da I Stntenicniu,

Our qbj«ah»Mre^ ablaln f^aaonatilo assura/i^e Hta-jul whether thfl thanclsl *3 a whofe arts tree from me=erlal mfestatoment,

whetrieriliM to fraudor error andlBSSgwan aratEir''i reportlfttil ncludts-ouopMon ^:ie^si a-tbie ctsst. diiifce Is a hfgh level of assurance, but Is nut a. guaranies inat an audit conducted in accordance a-ith SAs rill always detect e material miSjtaEemenr when It e/sts M sslitementi can arise ifinni fraud u'' arttn and are dnrtslcterijd material f, iiidly^uatiy or in the ti''evcjuid wiftofiably be

eirpec^rfrd tc influence the Scprom c aec.i cns of users taker on the bas:s nr these financial suitements.

As part uf an audii In acaycljnce riffi SAs,we exercise prcteMtonai judgment and maintain professional skeptrcism ihnougrurttBh* audit. Weals tr

* .rtentilv and assume risks of matedal m sstnternenr c-trhstirennir;¹ stBtBrneftftAhether due So t;ai 10 n r error, oes.an and perta''m aiwit proMdursj {tsjKMiSJvir.lq those rfcks, end obtain and levfaicncs Lliat s suffldttpt and appropriate tn provide a basis fm oui ?pinion Tl e risk of mi Pb''eeL r g a ir’jLe^-:.'' ¦¦''isstate" .ei: resulting tram fraud is h gnEr Lien to''cr-.e resulting l^ra''^_i ercr, as’rjud may .nunlve coll jalcrn, forgery, jrtfBffltotlfl imiBslon.5, rr ^rren:esentdtnriS, n-(h.e r-..erdde of Infernal control

* Qbta n an unde^ter-ping nf nrgrnsl rmlnol ’Ptevanfto die aupt ir rreer to design Huc-if procrmines -i-.Ht are appropriate in >hp

circurnstancee Under SitcUun dflheCtiifllSjwilea Atf,2Dl3, YvesFeafmrespiwiBfl: afi r express rvgour ojrinlcman iWiothei

the conn party has viiEgudfenirs- nal i ''uncial dG-iLiois kyptert h plats a id tho updating afitoiiflvGflBSs ofiuehbortrtts

* Lvd! Lints lie: uppmpr.itcriEsS Ol accounting pulic ou used a^rij ttl* reasonableness pi dccounting estimates aria ru''dtca a SdQjpjfSS made by rianagerner I.

* Conduce cn the spprop riater ess d managenBiif end Baird o'' DirEctors use tiMbe go ig cor cam basis of acct-unLing in o''Eserarui of fnarciai state "ie-Hs and, oaaed on I Ha auo- e-sice icf cbtair ed, nether a material Uflcaitai ity ex its re ated to a-,E ils or oj icirior a Ina.i mgypEsJ s*yn '' arL dc jb( or tip Companyk apill ¦. :ocor.l r.jeasagcirg concern If -e 0010 ude Irial si material uncraranfy e~ tir. rve ara rsquirec to drF-r .itLEnlior n dl,¹ dLsilc''E report lo li-p ie:1:0a disoiosu os ir tn= inaneal tlile-rfriisor.r such d^:5c;lcsu:eca''Ei idJt-tijL:tp. fa. n dffyaOr opir c-i.Ctur londiiions j ebLis^c cnlrpaooii BVfpsnCeobtained j j to Intoale o'' OtifSLM la 5 ipporf I- o - t;*Ei faLLiEEvenls a Pond I a is may cSusa Hit, Company 10 oEdcet-a i''.jnlinua as a ra ig cP:i«m.

* Btraluaie the Overall presemai on. Sfrjcnji''ti and Content of Ine [jnanoid; statema- its, including I lie diStMiKj-es, and W letnsi Jth lind''irjru! sla.Emb Its nspfSSEiit tneunoEriying-j ar tactions dr :^H anenia in a iiid-n-it^ :na: dthfevES fail pjresantfltion

''dafEr^:a!.-ty it I IE mati-rlodE ol m-ttfaLen ents in tl a sfindalnr b li uflbal ttalEm-Briitl that, InLiiviULal y oi .11 ayyreyd.E, makes il pidbac e tf-atlla OtoriorOib decisions of araasonaPfy krtavitl&dg&aolp Leer uf the Siflndaiond financial slate. uonts may be inf.uenaEd kVa consider goantlyilyematetiadlFy a''id oLidlnairie factors in (i) plann.no ma scope o'' soi audit wurkand in evui uai u''j Li «rvtu tsof uur work; and (h: lo eiiSuais^ip offset of any ideriii''ied mtsstMemafitsin the siandaiopaf uancia^; statement

We cornmunlcate 1 ,''ilb ifioee ebargett wftn govanance regarding, among other matters, the panned scope and lining m me audi and signlStiSr:l Eudr Tndtogs, ncfuclp^ any ngi-if^:pdni CEripiEnciEt In uferOal Ctnlrul llistv-E idanUty during cor uudii We also provide these cna-ged ''.--iln gover lane* wtlh a s.vtdrriorf tha; vda have c-anipiiod ritb re-e''/aif ethical rsgu a- isnts regard ng indEuai ueriLt and Id con uur- caft vvllh them ail fllationshlps and other niane-i that, nay reasonably de thought Lu beer on jur indeSoi c eOcP, 3''id iV1¹ ere applicable, relaled SJ.fiSguai ds

From the masers cornm-unicated v.iLIl those Charged v.-iLh govSmd''fCe. ''.VS determine I nose matlero I hat ''.tere of most i.-gri licence in the audltdflha tfendelenef naftclal statamsh^ib tti^''cLirrftni period andd«lhanafri!trftiekeyaud tniHtters. Wedesfit'' beLbesemabort i- jur iUd lors redoh unless j or ''cg-jliLiun precludeu pjp: 0 diSClosLic abu1.1L the nailer'' of When, In esher-aty rare c^:rcurr:Sla:lcas Wa determineinala meltdi thi:u!drrol P''S corrmunicdlce in ou; report because tfih adverse Consequences of duiny a_Li Would reason iaoly bn espdOtBd Lo OUhVE y h the public; ! I r.e'' Cid bar icips of such COrriTnuriicaf i uh.

Report bn otherLago! and Regulatory RCquMoments

As reau''rad by Lhe tanpirlis lAudilo-s Repurli {jnder, 2025 flheOrdeP^, Issued by tl:a Central Suvemifijen) ul India In [e-mis of tSLiior 143(111 of She Gdmpanles Act. 20f3, and on hit basis uf-suen r.-.iucku of J ic banks a icj rsc.''rds of lha Cotyipariy as . e consWered appropriate and according to the infarmaifufi and-enplfloalluns given to us, vie give In ''Annamure A” a statement an lbs ¦. iclic 1 s speci lied in paragraphs a £md 4 Df tbs 0'' oer, to iha tAenl applicable

i|? As required by section I43(3ju1 fie-Act and based on our audlfw* report fiar

a? We have scughl and obtained all fie lnformallon and explanations which fa ihs best of our knowledge and babaf were necessary for Ihe purposes of wjr fl-udlL

b) In uur opinion, proper books of account as required by law have been kept by the Company so far as h apptajs Inom our examination of fipsa books

el The Balance Sheet, fie StalenerH of Profit and Loss including Other Cpmprehanslve Income, Blaie-mem ol Changes I n cqufrv and. Ihe Cash Flow Statemenl dealt with by fiia Fteporf are in agreement wifi fie books cl account.

d) In cur opinion, [be aforesaid financial statements comply wifi the Ind AS specified, under section 133 el fie Act, read with Rule 7 utfie Companies {Accounts) Rules, 2&14

e) On the basis cl fie whiten represenrailonB received from the directors as on 31 at March, £024 taken on record by the Guard r..f Directu rs, none of fie dir actors is di mualliled as un 31 si March, 3024 from being appointed as a director In terms of Section 164(3,''off he Ad

0 With respect to the adequacy of fie internal financial ewlrois ever financial reporting qf fie Company end lha operating effectiveness of such controls, refer to our separate Report in ''ftnnexureS''.

a) With rasped to the matter to be Included In the Audllohs Report In our opinion and to the beal of our information and according to the explanations given to us, fie remunerallon paid by the Company to Its directors during the yeai Is In accordance with fie provisions ol section 197 read with Schedule V to the Act In respect of one director, aggregate remuneration offts. 14,08,912/-pald / provided during the year, ts subjeottp fie appt oval of the Members¹ at the farficoming Annual General Meeting

h) V /ifi respect to fie pfior matters to oe included i n the Auditor''s Report in accordnooe wifi Rute 11 of the Comp spies lAutflt and Aurfitors) 0)1)165,2014, as amended, in our opinion and to thebeal ef our infammalipn and according to the explanations given to ust

1. Releronw to fie Note no 36, the Company ha? disdosetf fie imped of pending litigations as af 51 st March, 2034 on it* financial position in its financial statements In accordance wifi fie generally accepted accounting praedee in fie financial statements,

2. The pnmpany did not have any long-term ccntrscts including derivative cofinscis fo» which there wore any rr-aterinl foreseeable losses.

3. There were no amounts. which were required to be -transferred to fie Investor Education and Fnotpctidn Fund by fie Company

4 (i) The management has represented fiei, to fie best gf i& knowledge and beliel: no finds fiHvq been advanced or loened

or invesred (either from bemowed funds or ehHre premium or any other sources or kind ot-fands.} by fie Qomperiy to pj in any qther persons ot entiiiej., Including toreign entities ("SotenTtedifiries"), wifi (he understand; ng. wnefier recorded in writing or otherwise, fial fie Intermedf&ry shall I

- directly nr indirectly lend oe invest In other persons or endfies identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf ofthe Company nr

- provide Hny guarantee, security or (he || "C to or on behslf or (|-^ Ultimate Beneficiaries;

(iij The menegemenl itee represented that, to fie best of ifi knowledge and belief, no lunde have been received by fie Company from any paeons or entities, including foreign enfibes rftinding PartiE-e’''), wffi fie understanding, whelher recpihed in wnli ng or otherwise, tliat fie Com pany sng-i

- directly or jndirectiy.. lord qr invest in other persons or entities idenHied in any manner whatsoever rUltimate Eeneficiaries") by cron behgtf oti lie Funding Party ar

- prpvMfe any guarantee, security or fie ItHe firpm qr oq bohpff pf the LJIbmste Beneficiaries; anti

(ifi Based on such audit procedures esmnpdeved reasonable end appropriate in fie m-cumsfannes, nothing bps come to our notice that has caused us Id bdisve fiat the represenlafemS under sub-clause ifi''! and 4{ii) mntein any materiel misstatement; end

5. Ko dividend declared or paid du ring ilia year by me Company.

''! P-n:v.su RuleSff} oftheCtjmpaftfes(Accdurital rHul^d, 2014 !vr maintaining boohs or account js igaccounting software wh ichhsij a feature "I recording -lodii -r#ii ''.edit log) facility s appUcatils (0 tr* Compifl with ftieci from 1 Apr i 2023, and accrd''ng|y, reptifting under Buie ! n''g: .- C-.-n’i&ar.ies'' (/¦.Lidrt and Au-drtors: i^.ies 20l4:snul applicable f >- the financial year undid March 31, 2024.

j> Erased on ni ftxaflWialkiri vm-ch Included lest chec''is, the company has osed an recounting sunv/twe f-ir maintaining ns pm>K5 of aoe&ifl wblt^hasa feature cl iedortfngaudltfcell jedtilfl$^^ewMptlii«t audit iral ass not enabled at ihedatiEiase level ti.dog (try di^heci (^inⁿges f iMoii^ct: .¦ jmlng rtwara tiled tonfwlntflliilnjj me boolts ofacwum Fur accounting spit Agfa tor utitobaiid t trail feature is-enabled, the audit trail facility has been operating thtrciugtiouft the year for ail relevant transactions recorded In tine uofvA^rear-:">ed tf note.inte a: o_;s_L. any naraoct-n abort trail feaiuie lading tampe''iid^rr, poring rhe course of burauditA

Fo r K. C. 0 h attache-ncB ft Paul

Chdi artH Accountants

FFlN 3IHQ2BE

BI SWa|l l Da Lla

(Pil-tner)

^tKnbar''s''i.p No GEiv5G2

UDlft:

Pities: K''.-lhiiU

Dale 29t''i day or way, 2G24

---

Mar 31, 2015

1. We have audited the accompanying financial statements of Khaitan (India) Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, 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:

2. 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 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 principle generally accepted in India including the Accounting Standards specified under section 133, of the Act read with rule 7 of the Companies (Accounts) Rules 2014.This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies, making judgements and estimates that are reasonable and prudent and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for insuring 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:

3. Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under section 143 (10) of the Act . Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgement, 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 controls system operating 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 company's' Directors , as well as evaluating the overall presentation of the financial statements.

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

5. Basis of Qualified Opinion:

a. Attention is provided to Note no. 14 regarding deferred tax asset which have not been written off amounting to Rs.32643751/- being recognized in the Balance Sheet. If the Deferred tax asset had been written off during the year, there would be a loss of Rs.8,85,15,565/- as against the loss of Rs.5,58,71,814/- shown in these financial statements. Deferred tax asset balance in the Balance sheet would amount to 'NIL'as against Rs.3,26,43,751/- as disclosed in these financial statements.

b. Closing balances of Debtors, Creditors, loans, deposits, advances, old liabilities relating to gratuity, land rent & panchayat tax and some bank balances are unconfirmed and fixed deposit receipts and National Saving certificates are not available with the company, in respect of which we are unable to express our opinion.

Qualified Opinion:

6. In our opinion and to the best of our information and according to the explanations given to us, except for the matter referred to in paragraph 5above, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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:

7. Without qualifying our opinion, we draw attention to the following matters:

Attention is drawn to Note No. 2(f) regarding valuation of planted trees on estimated realizable value being technical in nature, we are unable to express our opinion.

Report on Other Legal and Regulatory Requirements:

8. 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 Companies Act , 2013 we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable .

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

a) except for the matter referred to in paragraph 5 above, we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) in our opinion, except for the matter referred to in paragraph 5 above, 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) except for the matter referred to in paragraph 5 above, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, except for the matter referred to in paragraph 5 above, the aforesaid financial statements comply with the accounting standards specified under section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014.

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

f) With respect to the other matters to be included in the 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 :

The company has disclosed the impact of pending litigations on its financial position in its financial statements 31 refer note 2 (M) to the financial statements .

ANNEXURE TO THE INDEPENDENT AUDITORS REPORT REFERRED TO IN PARAGRAPH 8 WITH THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" SECTION OF OUR REPORT OF EVEN DATE

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

ii. The Fixed Assets have been physically verified in a phased manner by the management and reconciliation of the quantities with the Fixed Assets Register has been made. The differences, if any, have been adjusted and no serious discrepancies between the Fixed Assets Register and physical inventory have been noticed.

2. i. The management has conducted physical verification of inventory at reasonable intervals during the year.

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

iii. On the basis of our examination of the records of Inventory, we are of the opinion that company is maintaining proper records of inventory. The discrepancies noticed on physical verification and the books stock wherever ascertained were not significant and have been properly dealt with in the books of accounts.

3. The Company has not granted loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Act. Accordingly the requirements of clauses (iii) (a) to (b) of the paragraph 3 of the order are not applicable.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and 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.

5. The Company has not accepted deposits from the public during the year. The directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 of the Act and the rules framed there under are not applicable

6. 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 Companies Act, 2013and are of the opinion primafacie, the prescribed accounts and records have been made and maintained. We have not, however, made detailed examination of the records with a view to determine whether they are accurate or complete.

7. i. According to the information and explanations given to us and on the basis of our examination of the books and account, the company has generally been regular but with delays in depositing the Undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Excise Duty, Cess, Value Added Tax, T.D.S. and other statutory dues ,if any, with the appropriate authorities. No undisputed statutory dues were outstanding, as at 31st March 2015 for a period of more than six months from the date they became payable except Panchayat tax amounting to Rs.15,448/-and Service tax amounting to Rs.44,61,000/- .

ii. According to the information and explanations given to us and the records of the company examined by us, the dues of Income Tax, Sales Tax, Service Tax, Excise Duty, Value added Tax and Cess as at 31st March 2015 which have not been deposited on account of dispute and the forum where the disputes are pending are as follows :

Name of the Nature of Amount Period to which Statute Class is relating

Maharastra Tax & Penalty 94,87,225 Sales Tax Act on higher turnover on reassessment Income Tax

Income Tax - Do - 39,80,580 2008 - 09 Act, 1961

- Do - 0 2007 - 08

- Do - 7372674 2006 - 07

- Do - 53,21,692 2005 - 06

- Do - 1362312 2004 - 05

48,83,986 2003 - 04

Name of the Forum where dispute Statute is pending

Maharastra Joint Commissioner & Sales Tax Sales Tax Act (Appellate) Mumbai.

Income Tax Appeal filed by Company against Act, 1961 Assessment order before CIT(A)

Department filed appeal before ITAT

Department filed appeal before ITAT

Company filed appeal before ITaT

Department filed appeal before ITAT

Appeal filled before CIT(A)

8. The Company does not have accumulated losses more than fifty percent of its net worth at the end of the financial year but it has incurred cash losses during the financial year covered by our audit. It had incurred cash losses in the immediately preceding financial year also.

9. According to the information and explanations given to us by the management the company has not defaulted in repayment of dues to financial institutions/Banks .Refer note no 5 in Notes on Financial Statements .

10. According to the informations and explanations given to us, the company has given guarantee for loan taken by others, from bank or financial institutions. Since such guarantees or counter guarantees given are very old and records to this effect has not been provided to us we are unable to comment upon whether the terms and conditions are prejudicial to the interest of the company.

11. Based on information and explanations given to us and the records of the company examined by us, in our opinion the term loan has been applied for the purpose for which it was obtained .

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

For O P Sharma and Associates Chartered Accountants 9 Old China Bazar St Registration M° 500128 M 5th fl., Room No 80 Om Prakash Sharma Kolkata-700001 Proprietor The 29th May, 2015 Membership No070762

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Mar 31, 2014

1. We have audited the accompanying financial statements of Khaitan (India) Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, 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:

2. 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 notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. 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'' Responsibilities:

3. 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.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

5. Basis of Qualified Opinion:

A. Attention is provided to Note no. 14 regarding deferred tax asset which have not been written off amounting to Rs.3,26,43,751/- being recognized in the Balance Sheet. If the Deferred tax asset had been written off during the year, there would be a loss of Rs.5,10,46,258/- as against the loss of Rs.1,84,02,507/- shown in these financial statements. Deferred tax asset balance in the Balance sheet would amount to ''NIL'' as against Rs.3,26,43,751/- as disclosed in these financial statements.

B. Closing balances of Debtors, Creditors, loans, deposits, advances, capital advances taken against land, old liabilities relating to gratuity, land rent & panchayat tax and some bank balances are unconfirmed and fixed deposit receipts and National Saving certificates are not available with the company, in respect of which we are unable to express our opinion.

Qualified Opinion:

6. In our opinion and to the best of our information and according to the explanations given to us, except for the matter referred to in paragraph 5 above, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Emphasis of Matter :

7. Without qualifying our opinion, we draw attention to the following matters:

a. Attention is drawn to Note No. 2(f) regarding valuation of planted trees, regarding valuation of planted trees on estimated realizable value being technical in nature, we are unable to express our opinion.

Report on Other Legal and Regulatory Requirements :

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

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

a) except for the matter referred to in paragraph 5 above, 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, except for the matter referred to in paragraph 5 above, 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) except for the matter referred to in paragraph 5 above, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, except for the matter referred to in paragraph 5 above, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; and

e) 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.

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

ii. On the basis of informetion and explanations given to us, we find that Fixed Assets have been physically verified by the management during the year, and there is a program of verification having regard to the size of the Company and the nature of its fixed assets.

iii. There was no substantial disposal of fixed assets during the year.

2. i. The management has conducted physical verification of inventory at reasonable intervals during the year.

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

iii. The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3. i. On the basis of examination of records and according to information and explanations given to us, we report that the Company has not granted any loans, secured or unsecured to/from companies/firms or other parties covered in the register maintained under Section 301 of the Act.

ii. In view thereof, the provision of clause 3(b), (c) & (d) of paragraph 4 of the Order are not applicable to the company. iii. The Company has taken loan from three companies covered in the register maintained under Section 301 of the Companies Act. The maximum amount involved during the year was Rs.27,51,96,474/- and the year end balance of loans taken is Rs.26,86,10,530 /- (including interest).

iv. In our opinion the rate of interest and other terms and conditions on which above loans have been taken are not prima facie prejudicial to the interest of the company.

v. According to the information and explanation given to us, the Principal and interest amount where applicable are repayable on demand.

vi. In respect of the said Loans the same are repayable on demand and therefore the question of overdue amounts does not arise.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services. Further during the course of our audit no major weakness has been noticed in the internal control systems.

5. i. According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred in Section 301 of the Act have been entered into the register required to be maintained under that Section. ii. In our opinion and according to the information and explanations given to us, we report that transactions made in pursuance of such contracts or arrangements exceeding the value of Rupees five lacs during the year are reasonable.

6. The Company had not accepted deposits from the public during the year. The directives issued by the Reserve Bank of India and the provisions of Section 58 A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under are not applicable

7. In our opinion, the company''s internal audit needs to be strengthened.

8. 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 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made detailed examination of the records with a view to determine whether they are accurate or complete.

9. i. Undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Excise Duty, Cess,

TDS and other material statutory dues have been deposited with the appropriate authorities with delays. No undisputed statutory dues were outstanding, as at 31st March 2014 for a period of more than six months from the date they became payable except Panchayat tax amounting to Rs.65,461/-. Further Service tax amounting to Rs.5,35,568/- has not been paid by the company. ii. According to the information and explanations given to us, there are no dues of Custom Duty, Wealth Tax, Service Tax, Excise Duty and Cess which have not been deposited on account of any dispute except dues outstanding of Sales Tax and Income Tax on account of any dispute are as follows :

Name of Nature of Class Amount Period to which Status Class Rs. is relating

Maharastra Tax & Penalty 94,87,225 Sales on higher turnover on reassessment

Income Tax Act, Income Tax 39,80,580 2008 - 09 1961

- Do - 28,018 2007 - 08

- Do - 50,42,790 2006 - 07

- Do - 53,21,692 2005 - 06

- Do - 23,29,884 2004 - 05

- Do - 48,83,986 2003 - 04

NAme pf Status Forum where dispute is pending

Maharastra Sales Joint Commissioner & Sales Ta x (Appellate) Mumbai.

Income Tax Act Appeal filed by Company against Assessment order 1961 before CIT(A)

Department filed appeal before ITAT

Department filed appeal before ITAT

Company filed appeal before ITAT

Department filed appeal before ITAT

Appeal filed before CIT(A)

10. The Company does not have accumulated losses more than fifty percent of its net worth at the end of the financial year but it has incurred cash losses during the financial year covered by our audit. It had incurred cash losses in the immediately preceding financial year also.

11. Based on our audit procedures and as per the information and explanations given by the management the company has delayed in repayment of dues to financial institutions for term loan of all twelve installments of Rs.10 lakhs each pertaining to the period April''13 to March,14.

12. According to the information and explanations given to us and based on the documents and records produced before us we report that the Company has not granted loans and advances on the basis of security by way of pledge of share, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi / mutual fund/society. Therefore, the provision of clause 4 (xiii) of paragraph 4 of the Order are not applicable to the company.

14. In our opinion the company is not dealing in or trading in share, securities, debentures and other investment. Accordingly the provision of clause 4 (xiv) of Paragraph 4 of the order are not applicable to the company.

15. According to the information and explanation to us, the company has given guarantee for loan taken by others, from bank or financial institutions. Since such guarantees or counter guarantees given are very old and records to this effect have not been provided to us we are unable to comment upon whether the term and conditions are prejudicial to the interest of the company.

16. Based on information and explanation given to us by the management, we report that the Company has not taken further term loan during the year.

17. According to the information and explanation given to us and on an overall examination of the balance sheet and the cash flow statement of the company, we report that no funds raised on short term basis have been used for long term investment.

18. The Company has not made any preferential allotment of share to the parties or companies covered in the register maintained u/s 301 of the Companies Act, 1956.

19. According to the information and explanations given to us during the period covered by our audit report, we report that no debentures have been issued by the company.

20. The company has not raised any money through a public issue during the year.

21. Based upon the audit procedures performed for the purpose of reporting true and fair view of the financial statement and as per the information and explanation given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For CHATURVEDI & CO. Chartered Accountants Registration No. 302137E 60 Bentinck Street CANilima Joshi Kolkata-700069 Partner the 30th May, 2014 (Membership No. 52122)

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Mar 31, 2013

Report on the Financial Statement

1. We have audited the accompanying financial statements of Khaitan (india) Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Managements'' Responsibilities for the Financial Statement

2. 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 mis-statement, whether due to fraud or error.

Auditors'' Responsibilities

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conduct our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards required 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 mis-statement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material mis-statement 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 the appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

6. Basis of Qualified Opinion

a. Attention is provided to Note no. 13 regarding deferred tax asset which have not been written off amounting to Rs. 3,26,43,751/- being recognised in the Balance Sheet. If the Deferred tax asset had been written off during the year, there would be a loss of Rs 5,14,90,655/- as against the loss of Rs 1,88,46,894/- shown in these financial statements. Deferred tax asset balance in the Balance sheet would amount to ''NIL'' as against Rs 3,26,43,751/- as disclosed in these financial statements.

b. Closing balances of Debtors, Creditors, loans, deposits, advances, demat accounts, and some bank balances are unconfirmed and fixed deposit receipts and National Saving certificates are not available with the company, in respect of which we are unable to express our opinion.

Opinion

7. Attention is drawn to Note No. 2(f) regarding valuation f planted trees, regarding valuation of planted trees on estimated realisable value being technical in nature, we are unable to express our opinion.

8. In our opinion and to the best of our information and according to the explanations given to us, the financial statements subject to the effects of the matters described in the Basis for Qualified Opinion paragraph and emphasis mentioned in para 7 above, 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 31st March, 2013.

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

c) in the case of cash flow statement, of the cash flow for the year ended on that date. Report on Other Legal and Regulatory Requirements

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

10. As required by section 227(3) of the Act, 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. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books,

iii. the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in aqreement with the books of account.

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

v. on the basis of written representations received from the directors, as on 31st March, 2013 and taken on records by the Board of Directors, none of the Directors are disqualified as on 31st March, 2013, from being appointed as a director in terms of clause (g) of Sub section (1) of Section 274 of the Companies Act, 1956. - vi. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the company.

ANNEXURE TO THE INDEPENDENT AUDITORS REPORT REFERRED TO IN PARAGRAPH 9 "UNDER REPORT AND OTHER LEGAL ON REGULATORY REQUIREMENTS" SECTION OF OUR REPORT OF EVEN DATE

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

ii) On the basis of information and explanations given to us, we find that Fixed Assets have been physically verified by the management during the year, and there is a programme of verification having regard to the size of the Company and the nature of its fixed assets.

iii) There was no substantial disposal of fixed assets during the year.

2. i) The management has conducted physical verification of inventory at reasonable intervals during the year

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

iii) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3. i) On the basis of examination of records and according to information and explanations given to us, we report that the Company has not granted any loans, secured or unsecured to/from companies/firms or other parties covered in the register maintained under Section 301 of the Act.

ii) In view thereof, the provision of clause 3(b), (c) & (d) of paragraph 4 of the Order are not applicable to the company.

iii) The Company has taken loan from a company covered in the register maintained under Section 301 of the Companies Act. The maximum amount involved during the year was Rs. 16,95,35,328/- from two parties and the year end balance of loans taken is Rs. 13,08,89,148/- (including interest).

iv) In our opinion the rate of interest and other terms and conditions on which above loans have been taken are not prima facie prejudicial to the interest of the company.

v) According to the information and explanation given to us, the Principal and interest amount where applicable are repayable on demand.

vi) In respect of the said Loans the same are repayable on demand and, therefore, the question of overdue amounts does not arise.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services. Further, during the course of our audit no major weakness has been noticed in the internal control systems.

5. i) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred in Section 301 of the Act have been entered into the register required to be maintained under that Section.

ii) In our opinion and according to the information and explanations given to us, we report that transactions made in pursuance of such contracts or arrangements exceeding the value of Rupees five lacs during the year are reasonable.

6. The Company had not accepted deposits from the public during the year. The directives issued by the Reserve Bank of India and the provisions of Section 58 A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed thereunder are not applicable.

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

8. 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 209(1 )(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made detailed examination of the records with a view to determine whether they are accurate or complete.

9. i) Undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Excise Duty, Cess, TDS and other material statutory dues have generally been regularly deposited with the appropriate authorities except Service Tax and TDS payment which has been delayed.

ii) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which were outstanding at the year end for a period of more than six months from the date they became payable.

10. Company has accumulated losses at the end of the financial year and it has incurred cash losses during the financial year covered by our audit. It had incurred cash losses in the immediately preceding financial year also.

11. Based on our audit procedures and as per the information and explanations given by the management the company has delayed in repayment of dues to financial institutions for term loan of all twelve instalments of Rs. 10 lacs each pertaining to the period April 12 to March, 13.

12. According to the information and explanations given to us and based on the documents and records produced before us we report that the Company has not granted loans and advances on the basis of security by way of pledge of share, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi/mutual fund/society. Therefore, the provision of clause 4 (xiii) of paragraph 4 of the Order are not applicable to the company.

14. In our opinion the company is not dealing in or trading in share, securities, debentures and other investment. Accordingly, the provision of clause 4 (xiv) of Paragraph 4 of the order are not applicable to the company.

15. According to the information and explanation given to us, the company has given guarantee for loan taken by others, from bank or financial institutions. Since such guarantees or counter guarantees given are very old and records to this effect have not been provided to us, we are unable to comment upon whether the terms and conditions are prejudicial to the interest of the company.

16. Based on information and explanation given to us by the management, we report that the Company has not taken further term loan during the year.

17. According to the information and explanation given to us and on and overall examination of the balance sheet and the cash flow statement of the company, we report that no funds raised on short term basis have been used for long term investment.

18. The Company has not made any preferential allotment of shares to the parties or companies covered in the register maintained u/s 301 of the Companies Act, 1956.

19. According to the information and explanations given to us during the period covered by our audit report, we report that no debentures have been issued by thj company.

20. The company has not raised any money through a public issue during the year.

21. Based upon the audit procedures performed for the purpose of reporting true and fair view of the financial statement and as per the information and explanation given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For CHATURVEDI & CO.

Registration No. 302137E

Chartered Accountants 60,

Bentinck Street

Kolkata-700069 CA NILiMA JOSHI

the 7th June, 2013 Partner

(Membership No. 52122)

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Mar 31, 2010

1. We have audited the attached Balance Sheet of Khaitan (India) Limited as at 31st March 2010, and also the Profit & 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.

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

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. The closing balances of debtors, some creditors, loans, advances, demat account and some bank balances are unconfirmed.

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

i. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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, the said Balance Sheet, Profit & Los Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956 except AS-15 where accruing gratuity/leave encashment is treated on cash basis in Sugar & Agriculture Divisions and AS-22 wherein Deferred Tax Assets have not been written off.

iv. In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to Note 1(f) regarding valuation of planted trees, Note- 9 regarding unprovided gratuity and leave encashment liability of Rs.69,79,202 and Rs.2,61,796, Note-16 regarding Deferred Tax Assets amounting to Rs.3,26,43,751/- has been recognised in Balance Sheet resulting in over statement of profit and understatement of liabilities to such extent of the notes to Accounts in Schedule N and read together with other Notes give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

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

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

c) In the Case of Cash Flow Statement of the cash flow for the year ended on that date.

v. Subject to4& 5(iv) above in our opinion, the Company has kept proper books of account as required by law so far as appears from our examination of those books.

vi. On the basis of written representations received from the Directors, as on 31st March, 2010 and taken on records by the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2010 from being appointed as a Director in terms of clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF KHAITAN (INDIA) LIMITED ON THE ACCOUNTS AS AT AND FOR THE YEAR ENDED 31 ST MARCH, 2010

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

ii) On the basis of information and explanations given to us, we find that Fixed Assets have been physically verified by the management during the year, and there is a regular programme of verification having regard to the size of the Company and the nature of its fixed assets.

iii) There was no substantial disposal of fixed assets during the year.

2. i) The management has conducted physical verification of inventory at reasonable intervals during the year. ii) The procedures of physical verification of inventory followed by the management are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business. iii) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3. i) On the basis of examination of records and according to information and explanations given to us, we report that the Company has not granted any loans, secured or unsecured to/from companies/firms or other parties covered in the register maintained under Section 301 of the Act.

ii) In view thereof, the provisions of clause 3(b), (c) & (d) of paragraph 4 of the Order are not applicable to the company.

iii) The Company has taken loan from a company covered in the register maintained under Section 301 of the Companies Act. The maximum amount involved during the year was Rs.7,02,97,022 (including interest) from two parties and the year end balance of loans taken is Rs.43,47,022.

iv) In our opinion, the rate of interest and other terms and conditions on which above loans have been taken are not prima facie prejudicial to the interest of the company.

v) According to the information and explanation given to us, the Principal and interest amount where applicable are repayable on demand.

vi) In respect of the said Loans, the same are repayable on demand and, therefore, the question of overdue amounts does not arise.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services. Further during the course of our audit no major weakness has been noticed in the internal control systems.

5. i) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred in Section 301 of the Act have been entered into the register required to be maintained under that Section.

ii) In our opinion and according to the information and explanations given to us, we report that there are transactions made in persuasion of such contracts or arrangements exceeding the value of Rupees five lacs during the year are reasonable.

6. The Company had accepted deposits from the public. The directives issued by the Reserve Bank of India and the provisions of Section 58 A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed thereunder, wherever applicable have been complied with. Deposits amounting to Rs 166,000 have been paid but cheques has not cleared till date.

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

8. 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 209(1 )(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made detailed examination of the records with a view to determine whether they are accurate or complete.

9. i) Undisputed statutory dues including Provident Fund, Employees State Insurance,

Income Tax, Sales Tax, Excise Duty, Cess, TDS and other material statutory dues have generally been regularly deposited with the appropriate authorities except Service Tax payment which has been delayed.

ii) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which were outstanding at the year end for a period of more than six months from the date they became payable.

iii) According to the information and explanations given to us, there are no dues of Custom Duty, Wealth Tax, Service Tax, Excise Duty and Cess which have not been deposited on account of any dispute. According to the records of the Company and as per the information and explanations given to us, the dues outstanding of Sales Tax and Income Tax on account of any dispute are as follows :

Name of the Statute Nature of Class Amount Forum where

Rs. dispute is pending

Maharastra Sales Tax & penalty on 94,87,225 Joint Commi- ssioner

Tax Act higher turnover on & Sales Tax

reassessment (Appellate) Mumbai

Income tax Act. 1961 Applicability of Rule 4,80,42,913 Commissioner of

8D on Agriculture Income Tax and

Income Income Tax Tribunal

10. The Company does not have accumulated losses at the end of the financial year and it has incurred cash losses amounting to Rs. 1,58,75,206 during the financial year covered by our audit. It had incurred cash losses amounting to Rs.1,27,66,540 in the immediately preceding financial year.

11. Based on our audit procedures and as per the information and explanations given by the management, the company had applied for reschedulement of dues last year and the same have been accepted by the Bank and repayment falls due w.e.f. 01-04-2009. Company has defaulted in repayment of dues to financial institutions, amounting to Rs. 30,00,000 on loan taken from IDBI Bank.

12. According to the information and explanations given to us and based on the documents and records produced before us, we report that the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi/mutual fund/society. Therefore, the provisions of clause 4 (xiii) of paragraph 4 of the Order are not applicable to the company.

14. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investment. Accordingly the provision of clause 4 (xiv) of Paragraph 4 of the order are not applicable to the company.

15. According to the information and explanation to us, the company has given guarantee for loan taken by others, from bank or financial institutions. Since such guarantees or counter guarantees given are very old and records to this effect have not been provided to us, we are unable to comment upon whether the terms and conditions are prejudicial to the interest of the company.

16. Based on information and explanation given to us by the management, we report that the Company has not taken any term loan during the year.

17. According to the information and explanation given to us and on and overall examination of the balance sheet and the cash flow statement of the company, we report that no funds raised on short term basis have been used for long term investment.

18. The Company has not made any preferential allotment of share to the parties or companies covered in the register maintained u/s 301 of the Companies Act, 1956.

19. According to the information and explanations given to us during the period covered by our audit report, we report that no debentures have been issued by the company.

20. The company has not raised any money through a public issue during the year.

21. Based upon the audit procedures performed for the purpose of reporting true and fair view of the financial statement and as per the information and explanation given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.



For CHATURVEDI & CO.

Chartered Accountants

60, Bentinck Street Nilima Joshi

Kolkata 700 069 Partner

The 23rd July, 2010 (Membership No. 52122)