Auditor Report of M M Rubber Company Ltd.

Mar 31, 2024

We have audited the accompanying financial statements of M M Rubber Company Limited, (The Company) Bangalore which comprise the Balance Sheet as at 31st March 2024 , the Statement of Profit & Loss (including Other Comprehensive income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended and notes to the financial statements, including a summary of significant accounting policies and the other explanatory information. (Hereinafter referred to as “Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act,2013 ("the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companiesclndian Accounting standards) Rules ,2015, as amended (Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2024, and its Loss,(including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor''s 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 together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICATs Code of Ethics. 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 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 of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

SI No.	Key Audit Matters	Auditor''s Response
1	Fair value assessment of trade receivables: Trade receivables comprise a significant portion of the liquid assets of the Company. There was no provision made on the trade receivable in the previous year. The most significant portion of the trade receivables less than one year. Accordingly, the estimation of the allowance for trade receivables is a significant judgement area and is therefore considered a key audit, matter.	Principal Audit Procedures We assessed the validity of material long outstanding receivables, which is Nil by reviewing the customer ledger during current year. We also considered payments received subsequent to year end, and unusual patterns if any were reviewed to identify, potentially impaired balances. The assessment of the appropriateness of the allowance for trade receivables comprised a variety of audit procedures including Challenging the appropriateness and reasonableness of the assumptions applied in the directors'' assessment of the receivables allowance. • Consideration and concurrence of the agreed payment terms. • Verification of receipts from trade receivables subsequent to year-end; and • Considered the completeness and accuracy of the disclosures. To address the risk of management bias, we evaluated the results of our procedures against audit procedures on other key balances to assess whether or not there was an indication of bias. We were satisfied that the Company''s trade receivables are fairly. valued and no provision is deemed to be required against these receivables.

Information Other than the Financial Statements and Auditor''s ReportThereon

The Company''s management and Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Annual Report, for example corporate overview, key highlights, Management Discussion and Analysis Report, Board''s Report including Annexures to Board’s Report, Business Responsibility Report, Shareholder''s Information etc., but does not include the financial statements and our auditor''s 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 during the course of our audit or otherwise appears to be materially misstated.

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

Responsibilities of Management andThose Charged with Governance for the Financial Statements The Company''s Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Companies Act 2013(the Act) with respect to the preparation of these Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under the section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provision 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 the 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 Ind AS financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

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

Those Board of Directors are responsible for overseeing the Company''s financial reporting process.

Auditor''s 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 financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements 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 in the financial statements made by management and Board of Directors.

• Conclude on the appropriateness of management and Board of Directors 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 cure 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.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

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.

Emphasis of Matter:

Wo draw your attention to Note No 36 as regards Change in method ofValuation of closing stock of Inventory. Impact of this change in Method of valuation of Inventory on the loss for the year and net worth of the Company as on March 31,2024, the amount whereof is not presently ascertainable.

Our opinion is not modified in respect of these matters Report on other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, subject to the possible effects of the matters described in the

Emphasis of Matter Section above based on our audit we report, to the extent applicable, 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 it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit & Loss including other comprehensive income, the Cash Flow statement and statement of changes in Equity dealt with by this report are in agreement with the relevant books of account maintained for the purpose of preparation of the financial statements.

d) In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards specified under section 133 of Act,

e) On the basis of the written representations received from the directors as on 31st March 2024 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2024 from being appointed as a director in terms of Section 164(2) of the Companies Act.2013

f) With respect to the adequacy of the internal financial controls with reference to financial statements 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 controls with reference to financial statements.

g) 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 remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act

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, 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 the impact of pending litigations on its financial position in its financial statements as of March 31,2024.

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

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

iii) i) The Management has represented that, to the best of its knowledge and behef.no funds (which

are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or shared premium or any other sources or kinds of funds) by the Company to or in any other person or entity including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

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

iii) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

iv) i) The company has not declared or paid any dividend during the previous year.

ii) The interim dividend has not been declared and paid by the Company during the year

iii) The Board of Directors of the Company have not proposed final dividend for the year

v) Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company ''with effect from April 1, 2023. Based on our examination which included test checks, the company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.

2. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, based on the comments in the Auditor''s Report of the Company and on the auditor''s reports issued in accordance with the Order, we give in the annexure ''A'' a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.

For M/s. RAMS And Co.

Chartered Accountants FRNNO.016594S.

(CA. GOVINDA RAJU JUNJURU) PARTNER Mem No.221304

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Mar 31, 2018

INDEPENDENT AUDITORS’ REPORT To The Members of M M Rubber Company Limited Report on the Financial Statements:

We have audited the accompanying Ind AS financial statements of M M Rubber Company Limited, (The Company) Bangalore which comprise the Balance Sheet as at 31st March 2018, the Statement of Profit & Loss (including other comprehensive income), the Cash Flow Statement and the statement of changes in equity for the year then ended ,and a summary o£ significant accounting policies and the other explanatory information. (Hereinafter referred to as "Ind As Financial Statements”)

Management’s Responsibility for the Financial Statements:

The Company''s Board of Directors is responsible for the matters stated in Section 134(3) of the Companies Act 2013(the Act) with respect to the preparation of these Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act, read with the Companies(Indian Accounting standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities: selection and application of appropriate accounting policies: making judgments and estimates that are reasonable and prudent: and the 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 Ind AS financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

Auditor’s Responsibility:

Our responsibility is to express an opinion on these 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 Rules made thereunder, and the order issued under section 143(11) of the Act.

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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 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 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 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 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 Ind AS financial statements.

Basis for Qualified Opinion

1. As stated in Note No. 33 to the Ind iiS financial statements the Company''s valuation of finished goods for the reasons stated in Note is not valued as per Indian Accounting Standard Mo.2 as at 31 March 2018.

2. As stated in Note Nq.38 to the Ind AS financial statements Ind AS Accounting Standard No. 19 on Employees Retirement Benefits has been'' complied with except that the Company neither has ascertained nor provided for actuarial value of its gratuity liability and Leave Encashment as at 31.3.2Q18.

3. As stated in Note No,37 to the Ind AS financial statements, in the absence of updating of Fixed Asset Register, the company is in the process of ascertaining the impairment, if any, on any of the fixed assets, to this extent, Ind AS Accounting Standard No.36 (Impairment of fixed assets) has not been complied.

4. The balances in Sundry Debtors and Sundry Creditors is subject to confirmation.

5 . In the absence of sufficient appropriate evidence we are unable to comment upon the consequential impact if any on the accompanying Ind AS financial statements. The audit opinion on the financial statements for the year ended 31 March 2017 by predecessor Auditor was also qualified in respect of this matter.

Qualified Opinion

6. in our opinion and to the best of our information and according to the explanations given to us except lor the. effects of the matter described in the Basis for Qualified Opinion paragraph in the aforesaid 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 including Ind AS specified under Section 133 of the Act of the state of affairs (financial position) of the Company as at 31March 2018 and its profit (financial performance including other comprehensive income) its cash flows and the changes in equity for the year ended on that date.

Other Matter

The financial information for the year ended 31st March 2017 and the transition date opening balance sheet as at 1st April 2016 included in these special purpose Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies {Accounting Standards) Rules, 2006 audited by the predecessor auditor whose report dated 30.5.2017 and 30.5.2016 respectively expressed an unmodified opinion on those standalone financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us

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 Section 143(11) of the Act, based on the comments in the Auditor’s Report of the Company and on the auditor’s reports issued in accordance with the Order, 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, based on our Audit we report, to the extent applicable, that:

1. 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.

2. 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.

3. The Balance Sheet, the Statement of Profit & Loss including other comprehensive income, the Cash Flow statement and statement of changes in Equity dealt with by this report are in agreement with the relevant books of account maintained for the purpose of preparation of the financial statements.

4. In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards specified under section 133 of Act. read with relevant Rules thereunder:

5. On the basis of the written representations received from the directors as on 31st March 2018 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2018 from being appointed as a director in terms of Section 164(2) of the Companies Act,2013

6. With respect to the adequacy of the Internal Financial Controls over Financial Reporting of the company and tbe operating effectiveness of such controls, refer to our separate report in “Annexure B” and

7. 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:

a) The Company has disclosed the impact of pending litigations on its financial position in its financial statements as of March 31,2018.

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

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

ANNEXURE ‘A ‘TO THE AUDITOR’S REPORT

Annexure referred to in Independent Auditor''s Report to the members of the company on the financial statements for the year ended 31st March 2018, we report that:

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets; however, such Fixed Asset records do not show updated value both in respect of Gross Block and Net Block.

(b)The Fixed assets were physically verified by the management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals.

Accordingly, to the information and explanations given to us no material discrepancies were noticed on such verification,.

(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 of immovable properties are held in the name of the company.

(ii) The Inventory has been physically verified during the year by the management at reasonable intervals. There were no material discrepancies noticed on snch physical verification.

(in) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act,2013, Hence sub clauses (a) (b) and (c) are not applicable.

(iv) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 183 and 186. of the Companies Act, 2013 with respect to loans, investments, guarantees and securities made. ''

(v) According to information and explanations given to us, the Company has not accepted any public deposit during the year and does not have any unclaimed deposit. There have been no instances where order has been passed by Company Law Board or National Company Law Tribunal for any contravention.

(vi) Having regard to the nature of the Company''s business/activities, reporting under clause (VI) of the order with regard to cost records is not applicable.

(vii) (a) According to the information and explanations given to us, and on the basis of our examination of the records, the company has generally been regular in depositing amounts deducted/accrued in the books of account in respect of the undisputed statutory dues including Provident Fund, Investor Education & Protection Fund, Employees State Insurance, Income-tax, Vat, Customs Duty, Excise Duty, Service tax, Cess and other statutory dues with the appropriate authorities. There were no undisputed amounts payable in respect of Provident Fund, Investor Education & Protection Fund, Employees State Insurance, Income-tax, Vat, Customs Duty, Excise Duty, Service tax, Cess and other statutory dues were in arrears as at 31st March 2018, for a period of more than six months from the date they became payable.

(b)The details of due of excise duty, which have not been deposited as on 31st March 2018, on account of disputes are given below:

Name of the Statue	Nature of Dues	Amount Rs in lakhs	Period to Which it relates	Forum where Pending
Central Excise Laws	Excise Duty 1/3/1981 to 31/3/1985 Order dated S/07/2011	96.30	1980/8S	CE Tribunal Chennai

(viii)In our opinion and according to information and explanations given to us, the company has not defaulted in repayment of dues to any financial institutions, banks. The Company has not issued any debentures.

(ix) The company did not raise any money by way of initial public offer including Debt instrument or further public offer during the year. The Company has applied the term loan raised during the year under audit for the purposes they were raised.

(x) According to the information and explanations given to us, no material fraud by the company or on the company by its officers or employees has been noticed or reported during the course of our audit.

(xi) According to the information and explanations given to us and based on our examination of the records of the company, the company has complied with the requisite approvals mandated by the provisions of the section 197 read with schedule 5 to the Act.

(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 (o 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 section 177 and 188 of the Act where applicable and details of such transactions has been disclosed in the 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 placements 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 examinations of the records of the company, tne company has not entered into non -cash transactions with directors or persons connected with them, and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.

(svi)The company is not required io be registered under section 45 - 1A of the Reserve Bank of India Act, 1934,

ANNEXURE ‘B ‘TO THE AUDITOR’S REPORT:

Report on the Internal Financial Controls over Financial reporting 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 M M Rubber Co Ltd (the Company) as of 31st March 2018 in conjunction with our audit of the 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 maintain 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 the 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 the reliable financial information, as required under the companies act, 2013,

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 Standards on Auditing prescribed under Section 143(10) of the Act and the Guidance Note on Audit of Internal Financial Controls over Financial reporting issued by the Institute of Chartered Accountants of India to the extent applicable to an audit of Internal Financial controls. Those Standards and the Guidance Note require that we comply with the 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 auditors’ 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 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 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 !he 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.

Basis for Qualified Opinion:

a) The Company has in its books fixed assets with Gross block to the tune of Rs. 17,35,82,348/- and net block of Rs. 8,60,78,061/-. However, the fixed assets records do not show updated value both in respect of the Gross Block and Net Block.

Opinion:

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an Internal Financial Controls with reference to financial statements subject to qualified opinion above and such internal financial controls with reference to financial statements 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.

For M/s. Vandana Rao And Company

Chartered Accountants

FRN No 011628S

(CA. VANDANA. S .RAO)

Place : Bangalore Proprietrix

Date : 30.05.2018 Membership No 218797

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Mar 31, 2016

INDEPENDENT AUDITORS’ REPORT To The Members of M M Rubber Company Limited Report on the Financial Statements:

We have audited the accompanying financial statements of M M Rubber Company Limited, (The Company) Bangalore which comprise the Balance Sheet as at 31st March, 2016 and the Statement of Profit & Loss Account and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and the other explanatory information.

Management’s Responsibility for the Financial Statements:

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act 2013(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 principles generally accepted in India including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 misstatements, whether due to fraud or error.

Auditor’s Responsibility:

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

We 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 Rules made there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion:

In our opinion and to the best of our information and according to the explanations given to us, the said financial statements give the information required by the act in the manner so required subject to the non-ascertainment of impact on the accounts of the company in respect of matters dealt with in the Note No.22.7(Revised Accounting Standard No.15 on Employees Retirement Benefits has been Complied with except that the Company neither has ascertained nor provided for actuarial value of its gratuity liability and Leave Encashment as on 31.3.2016, and subject to Note No 22.6(Accounting Standard A S 28 on Impairment of assets) and subject to Note no 22.1(Balances are subject to confirmations) and subject to deviation from Accounting Standard AS 2 regarding valuation of finished goods inventory for the reasons stated in Note No.22.5 of the notes to the accounts and read together with other notes thereon, 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, 2016 and the statement of Profit & Loss Account, and its Cash Flow Statement, for the year ended on that date.

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 Section 143(11) of the Act, based on the comments in the Auditor’s Report of the Company and on the auditor’s reports issued in accordance with the Order, 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, to the extent applicable, that:

1. 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.

2. 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.

3. The Balance Sheet, the Statement of Profit & Loss and the Cash Flow statement dealt with by this report are in agreement with the relevant books of account maintained for the purpose of preparation of the financial statements.

4. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 of Act, read with Rule 7 of the Companies (Accounts) Rules 2014.

5. On the basis of the written representations received from the directors as on 31st March, 2016 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2016, from being appointed as a director in terms of Section 164(2) of the Companies Act, 2013.

6. 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” and

7. 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:

a) The Company has disclosed the impact of pending litigations on its financial position in its financial statements as of March 31,2016.

b) The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

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

dues were in arrears as at 31st, March 2016, for a period of more than six months from the date they became payable.

(b)The details of due of excise duty, which have not been deposited as on 31st March, 2016, on account of disputes are given below:

Name of the Statue	Nature of Dues	Amount Rs in lakhs	Period to Which it relates	Forum where Pending
Central Excise Laws	Excise Duty 1/3/1981 to 31/3/1985 Order dated 5/07/2011	96.30	1980/85	CE Tribunal Chennai

(viii) In our opinion and according to information and explanations given to us, the company has not defaulted in repayment of dues to any financial institutions, banks debenture holder as at the balance sheet date.

(xi) The company did not raise any money by way of initial public offer including Debt instrument or further public offer and term loan during the year.

(x) According to the information and explanations given to us, no material fraud by the company or on the company by its officers or employees has been noticed or reported during the course of our audit.

(xi) According to the information and explanations given to us and based on our examination of the records of the company, the company has complied with the requisite approvals mandated by the provisions of the section 197 read with schedule 5 to the Act.

(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 section 177 and 188 of the Act where applicable and details of such transactions has been disclosed in the 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 placements 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 examinations of the records of the company, the company has not entered into non -cash transactions with directors or persons connected with him.

(xvi)The company is not required to be registered under section 45 - 1A of the Reserve Bank of India Act,1934.

ANNEXURE ‘B ‘TO THE AUDITOR’S REPORT:

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 M M Rubber Co. Ltd., (the Company) as of 31st March, 2016, in conjunction with our audit of the 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 the 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 the reliable financial information, as required under the companies act, 2013.

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 Standards on Auditing prescribed under Section 143(10) of the Act and the Guidance Note on Audit of Internal Financial Controls over Financial reporting issued by the Institute of Chartered Accountants of India to the extent applicable to an audit of Internal Financial controls. Those Standards and the Guidance Note require that we comply with the 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 auditors’ 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 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 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 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.

Basis for Qualified Opinion:

a) The Company has in its books fixed assets with Gross block to the tune of Rs.88902178/- and net block of Rs.6882722/-. However, the fixed assets records do not show updated value both in respect of the Gross Block and Net Block.

Opinion:

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting subject to qualified opinion above and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, 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 S.R.MANDRE & CO.,

Chartered Accountants

Firm Reg No. 001962S

(B.S.DINESH)

Place: Bangalore Partner

Date: 30.05.2016 Membership No. 29624

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Mar 31, 2015

We have audited the accompanying financial statements of M M Rubber Company Limited, (The Company) Bangalore which comprise the Balance Sheet as at 31st March 2015 and the Statement of Profit & Loss Account and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and the other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act 2013 (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 principles generally accepted in India including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities: selection and application of appropriate accounting policies: making judgments and estimates that are reasonable and prudent: and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

Auditor's Responsibility

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

We 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 Rules made thereunder.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the said financial statements give the information required by the act in the manner so required subject to the non-ascertainment of impact on the accounts of the company in respect of matters dealt with in the Note No.22.7(Revised Accounting Standard No. 15 on Employees Retirement Benefits has been Complied with except that the Company neither has ascertaihed nor provided for actuarial value of its gratuity liability and Leave Encashment as on 31.3.2015,and subject to Note No 22.6(Accounting Standard A S 28 on Impairment of assets) and subject to Note no 22.1 (Balances are subject to confirmations) and subject to deviation from Accounting Standard AS 2 regarding valuation of finished goods inventory for the reasons stated in Note No.22.5 of the notes to the accounts and read together with other notes thereon, give a true and fair view in conformity with the accounting principles generally accepted in India, of the State of affairs of the Company as at 31st March 2015 and the statement of Profit & Loss Account, and its Cash Flow Statement, for the year ended on that date.

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 Section 143(11) of the Act, based on the comments in the Auditor's Report of the Company and on the auditor's reports issued in accordance with the Order , 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, to the extent applicable, that:

1. 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.

2. 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.

3. The Balance Sheet, Statement of Profit & Loss and Cash Flow statement dealt with by this report are in agreement with the relevant books of account maintained for the purpose of preparation of the financial statements.

4. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 of Act, read with Rule 7 of the Companies (Accounts) Rules 2014:

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

6. 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:

a) The Company has disclosed the impact of pending litigations on its financial position in its financial statements as of March 31,2015.

b) The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

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

ANNEXURE

(Referred to in Paragraph 1 of our Report on Other Legal and Regulatory Requirements section of our report of even date)

(i) In respect of the fixed assets of the Company

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

(b)The Fixed assets were physically verified by the management during the year in accordance with a regular programme of verification which, in our opinion, provides for physical verification of, all the fixed assets at reasonable intervals. Accordingly to the information and explanations given to us no material discrepancies were noticed on such verification, however, such records do not show updated value both in respect of Gross Block and Net Block.

(ii) In respect of the Inventories of the Company:

(a) As explained to us, the inventories were physically verified during the year by the management at reasonable intervals.

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

c) In our opinion, and the according to the information and explanations given to us, the Company has maintained proper records of inventories and no material discrepancies were noticed on physical verification..

iii) The Company has not granted any loans, secured or unsecured ,to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act,2013.

iv) In our opinion and in according to the information and explanations given to us having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate Internal Control procedure commensurate with the size of the Company and the nature of its business with regard to the purchase of inventories and the sale of goods and services. During the course of our audit, we have not observed any major weakness in the internal control system. However, areas pertaining to purchase of goods and inventory needs to be strengthened.

v) According to information and explanations given to us, the Company has not accepted any deposit during the year and does not have any unclaimed deposit. Therefore the provisions of the clause 3(v) of the Order are not applicable to the company.

vi) The provisions of clause 3(vi) of the Order are not applicable to the Company.

vii) According to the information and explanations given to us, in respect of statutory Dues.:

a) The Company has been regular in depositing undisputed statutory dues including Provident Fund, Investor Education & Protection Fund, Employees State Insurance, Income-tax Act, Vat, Wealth Tax, Customs Duty, Excise Duty, Service tax, Cess and other statutory dues with the appropriate authorities except in some cases there has been delays in remittance of ESI as ascertained and provided for in the books of account of the company.

b) there are no undisputed amounts payable in respect of Provident Fund, Investor Education & Protection Fund, Employees State Insurance, Income-tax Act, Vat, Wealth Tax, Customs Duty, Excise Duty, Service tax, Cess and other statutory dues were in arrears as at 31st March 2015, for a period of more than six months from the date they became payable.

c) The details of due of excise duty of sales Tax , which have not been deposited as on 31st March 2015, on account of disputes are given below:

Name of the Statue Nature of Dues Amount Rs in lakhs

Central Excise Duty Excise Laws 1/3/1981 to 31/3/1985 96.30 Order dated 5/07/2011

Sales Tax Kerala Sales Tax, 14.03 Laws Surcharge And Interest 9.03

Name of the Statue Period to Which Forum where it relates Pending

Central Excise Laws 1980/85 CE Tribunal Chennai

CE Trbinual Chennai

Sales Tax 1997/1999 Kerala High Court Laws 1996/1997 Dy Comm of Sales Tax Kerala

d) During the year there were no amounts due for transferring to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and Rules made thereunder.

viii) The Company has accumulated losses at the end of the financial year which is more than 50% of its net worth. The Company has not incurred cash losses during the current financial year covered by our audit and had incurred cash losses during the immediately preceding financial year.

ix) In our opinion and according to information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution or bank during the year. The Company has not issued any debentures.

x) According to the information and explanations given to us company has not given any guarantee for loans taken by others from banks and financial institutions.

xi) As per the information and explanations to given to us, the company did not avail any term loan during the year.

xii) On the basis of our examination and according to the information and explanations given to us, no fraud by the company and no material fraud on the company, has been noticed or reported during the year.

For S.R.MANDRE & CO., Chartered Accountants Firm Reg No. 001962S (B.S.DINESH) Place: Bangalore Partner Date: 29.05.2015 Membership No. 29624

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Mar 31, 2014

We have audited the accompanying Financial statements of M M Rubber Company Limited (The Company) Bangalore, which comprise the Balance Sheet as at 31st March 2014 and the Statement of Profit & Loss Account and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and the 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 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 in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of the internal control relevant to the preparation and fair presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's Internal control. 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.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the said financial statements give the information required by the act in the manner so required subject to the non-ascertainment of impact on the accounts of the company in respect of matters dealt with in the Note No.22.7(Revised Accounting Standard No.15 on Employees Retirement Benefits has been Complied with except that the Company neither has ascertained nor provided for actuarial value of its gratuity liability and Leave Encashment as on 31.3.2014,and subject to Note No 22.6(Accounting Standard A S 28 on Impairment of assets) and subject to Note no 22.1(Balances are subject to confirmations) and subject to deviation from Accounting Standard AS2 regarding valuation of finished goods inventory for the reasons stated in Note No.22.5 of the notes to the accounts and read together with other notes thereon, 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 2014;

(b) In the case of the statement of 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 flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

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("the act"), we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable.

As required under provisions of section 227(3) of the Companies Act, 1956, we report that:

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

2. 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.

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

4. In our opinion, the Balance Sheet, Statement of Profit & Loss Account and 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.

5. On the basis of the written representations received from the directors as on 31st March 2014 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 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

(Referred to in Paragraph 1 of our Report on Other Legal and Regulatory Requirements)

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

(b) As explained to us, the fixed assets have been physically verified by the management during the year. The Company has maintained records showing description of respective assets along with quantitative details, thereof and its location, however, such records do not show updated value both in respect of Gross Block and Net Block.

(c) As per the information and explanations given to us on our enquiries, the disposal of the assets during the year was not substantial so as to have an impact on the operations of the company, or affect its going concern status of the company.

ii) (a) The inventories of the company at all its locations have been physically verified by the management during the year end;

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

(c) The Company has maintained proper records of inventories and the discrepancies between the physical inventories and the book records, which have been properly dealt with in the books of account were not material.

iii) (a) The Company has not granted any loans secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. However the register maintained under section 301 has to be updated.

(b) In our opinion the rate of interest and other terms and conditions in respect of the unsecured loans given by the company are in our opinion, prima facie not prejudicial to the interest of the company.

(c) In respect of such loans given by the company, where stipulations have been made, they have generally repaid the principal amounts as stipulated and have been regular in payment of interest, where applicable.

(d) The Company has taken unsecured loans ( Year end balances Rs.54,37,973/-) from other parties covered in the register maintained under section 301 of the companies act,1956

(e) In our opinion and according to the explanations given to us, the rate of interest and other terms and conditions of the aforesaid loan are not, prime facie prejudicial to the interest of the company.

(f) In our opinion and according to the explanations given to us, the company is regular in paying interest on such loans which is payable on demand.

iv) In our opinion and in accordance with the information and explanations given to us there is an adequate Internal Control procedure commensurate with the size of the Company and the nature of its business with regard to the purchase of inventories and fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system. However, areas pertaining to purchase of goods and inventory needs to be strengthened.

v) (a) In our opinion, and according to the information and explanations given to us there are no contracts and arrangements, the particulars of which need to be entered into the register required to be maintained under section 301 of the Companies Act, 1956.

(b)In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the to register maintained under section 301 of Companies Act, 1956 and exceeding the value of Rupees Five Lakhs in respect of any party during the year, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) According to information and explanations given to us, the Company has not accepted any deposit from the Public. Therefore the provisions of Clause (6) of paragraph 4 of the order are not applicable to the company.

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

viii) We have broadly reviewed the cost records maintained by the company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under section 209(1) (d) of the companies act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete

ix) The Company has been regular in depositing undisputed statutory dues including Provident Fund, Investor Education & Protection Fund, Employees State Insurance, Income-tax Act, Vat, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities in India except in some cases there has been delays in remittance of provident fund and ESI as ascertained and provided for in the books of account of the company.

(a) According to the information and explanations given to us, there are no undisputed amounts payable in respect of Statutory dues were outstanding, as at 31st March 2014, for a period of more than six months from the date they became payable.

(b) As at 31st March 2014, according to information and explanations given to us, the following are the particulars of disputed dues on account of Excise Duty and ESI and Sales Tax that have not been deposited.

Name of the Statue Nature of Dues Amount Rs in lakhs

Central Excise Duty Excise Laws 1/3/1981 to 31/3/1985 96.30 Order dated 5/07/2011

Sales Tax Tamilnadu 7.31 Laws Sales tax Input vat

Sales Tax Kerala Sales Tax, 14.03 Laws Surcharge And Interest 9.03



Name of the Statue Period to Which Forum where Pending it relates

Central 1980/85 CE Tribunal Chennai Excise Laws CE Trbinual Chennai

Sales Tax 2007-08 The Asst Commr (LT) Laws Chennai

Sales Tax 1997/1999 Kerala High Court Laws 1996/1997 Dy Comm of Sales Tax Kerala



x) The Company has accumulated losses at the end of the financial year which is more than 50% of its net worth. The Company has incurred cash losses during the current financial year covered by our audit and also during the immediately preceding financial year.

xi) In our opinion and according to information and explanations given to us, the company has not defaulted in repayment of its dues to any financial institution or bank during the year;

xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities;

xiii) The provisions of any special statute applicable to Chit Fund, Nidhi, or Mutual Benefit Fund/Societies are not applicable to the company;

xiv) The Company is not dealing or trading in shares, securities, debentures or other investments and hence the requirement of Para 4(xiv) is not applicable to the company;

xv) According to the information and explanations given to us company has not given any guarantee for loans taken by others from banks and financial institutions.

xvi) As per the information and explanations to given to us, term loans obtained by the company, in our opinion, have been applied for the purpose for which they were obtained.

xvii) According to the information and explanations given to us, we report that no funds raised on short-term basis have been used for long-term investments/applications. The company has not raised long-term funds during the year and hence the use of such funds for short-term investments does not arise.

xviii) The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year;

xix) The debentures have not been issued by the company during the year;

xx) On the basis of our examination and according to the information and explanations given to us, no fraud, on or by the company, has been noticed or reported during the year.

xxi) The Company has not raised any money by way of public issues during the year;

For S.R.MANDRE & CO., Chartered Accountants Firm Reg No. 001962S (B.S.DINESH) Place: Bangalore Partner Date: 30.05.2014 Membership No. 29624

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of M M RUBBER COMPANY LIMITED, Bangalore .which comprise the Balance Sheet as at 31st March 2013 and Statement of the Profit & Loss Account and the Cash Flow Statement for the year ended on that date and a summary of significant accounting policies and the 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 the internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards on auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by 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.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the said financial statements give the information required by the act in the manner so required subject to the non-ascertainment of impact on the accounts of the company in respect of matters dealt with in the Note No.2.7(Revised Accounting Standard No. 15 on Employees Retirement Benefits has been Complied with except that the Company neither has ascertained nor provided for actuarial value of its gratuity liability and Leave Encashment as on 31.3.2013,and subject to Note No 2.6(Accounting Standard A S 28 on Impairment of assets) and subject to Note no 2.1 (Balances are subject to confirmations) and subject to deviation from Accounting Standard AS2 regarding valuation of finished goods inventory for the reasons stated in Note No 2.5 of the notes to the accounts and read together with other notes thereon, 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 Account, of the Loss 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.

Report on other Legal and Regulatory Requirements

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("the act"), we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable.

As required under provisions of section 227(3) of the Companies Act, 1956, we report that:

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

2. 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 purposes of our audit have been received from the estates;

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

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

5. On the basis of the written representations received from the directors and taken on record by the Board of Directors, we report that none of the directors is 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;

ANNEXURE

(Referred to in Paragraph 1 of our Report on Other Legal and Regulatory Requirements)

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

(b)As explained to us, the fixed assets have been physically verified by the management during the year. The Company has maintained records showing description of respective assets along with quantitative details, thereof and its location, however, such records do not show updated value both in respect of Gross Block and Net Block.

(c) As per the information and explanations given to us on our enquiries, the disposal of the assets during the year was not substantial so as to have an impact on the operations of the company, or affect its going concern status of the company.

ii) (a) The inventories of the company at all its locations have been physically verified by the management during the year end;

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

(c) The Company has maintained proper records of inventories and the discrepancies between the physical inventories and the book records, which have been properly dealt with in the books of account were not material.

iii) (a) The Company has taken loans from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. However the register maintained under section 301 has to be updated. Unsecured advances were granted by the Company to the Employees of the company.

(b)In our opinion the rate of interest and other terms and conditions in respect of the unsecured loans given by the company are in our opinion, prima facie not prejudicial to the interest of the company.

(c) In respect of such loans given by the company, where stipulations have been made, they have generally repaid the principal amounts as stipulated and have been regular in payment of interest, where applicable.

(d)The Company has taken unsecured loans from other parties covered in the register maintained under section 301 of the companies act, 1956

(e) In our opinion and according to the explanations given to us, the rate of interest and other terms and conditions of the aforesaid loan are not, prime facie prejudicial to the interest of the company.

(f) In our opinion and according to the explanations given to us, the company is regular in paying the principal and interest as stipulated.

iv) In our opinion and in accordance with the information and explanations given to us there is an adequate Internal Control procedure commensurate with the size of the Company and the nature of its business with regard to the purchase of inventories and fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system. However, areas pertaining to purchase of goods and inventory needs to be strengthened.

v) In our opinion, and according to the information and explanations given to us there are no contracts and arrangements, the particulars of which need to be entered into the register required to be maintained under section 301 of the Companies Act, 1956.

vi) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under section 301 of Companies Act, 1956 and exceeding the value of Rupees Five Lakhs in respect of any party during the year, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vii) According to information and explanations given to us, the Company has not accepted any deposit from the Public. Therefore the provisions of Clause (6) of paragraph of the order are not applicable to the company.

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

ix) We have broadly reviewed the books of account relating to materials, labour and other items of cost 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 we are of the opinion that prima facie the prescribed accounts and records have been made and maintained, however, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

x) The Company has been regular in depositing undisputed statutory dues including Provident Fund, Investor Education & Protection Fund, Employees State Insurance, Income-tax Act, Vat, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities in India except in some cases there has been delays in remittance of provident fund and ESI as ascertained and provided for in the books of account of the company.

According to the information and explanations given to us, there no undisputed amounts payable in respect of Statutory dues were outstanding, as at 31st March 2013, for a period of more than six months from the date they became payable.

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

xii) In our opinion and according to information and explanations given to us, the company has not defaulted in repayment of its dues to any financial institution or bank during the year;

xiii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities;

xiv) The provisions of any special statute applicable to Chit Fund, Nidhi, or Mutual Benefit Fund/Societies are not applicable to the company;

xv) The Company is not dealing or trading in shares, securities, debentures or other investments and hence the requirement of Para 4(xiv) is not applicable to the company;

xvi) According to the information and explanations given to us company has not given any guarantee for loans taken by others from banks and financial institutions.

xvii) As per the information and explanations to given to us, term loans obtained by the company, in our opinion, have been applied for the purpose for which they were obtained.

xviii) According to the information and explanations given to us, we report that no funds raised on short-term basis have been used for long-term investments/applications. The company has not raised long-term funds during the year and hence the use of such funds for short-term investments does not arise.

xix) The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year;

xx) The debentures have not been issued by the company during the year;

xxi) On the basis of our examination and according to the information and explanations given to us, no fraud, on or by the company, has been noticed or reported during the year.

xxii) The Company has not raised any money by way of public issues during the year;

For S.R.MANDRE & CO.,

Chartered Accountants

Firm Reg No. 001962S

(B.S.DINESH)

Place: Bangalore Partner

Date: 30.05.2013 Membership No. 29624

---

Mar 31, 2012

We have audited the attached Balance Sheet of M M RUBBER COMPANY LIMITED, Bangalore as at 31st March 2012 and also the Profit & Loss Account and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 mismanagement An audit includes an examination on a test basis, of 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.

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("the act"), we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable.

We further report that:

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

2. 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 purposes of our audit have been received from the branch offices;

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

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

5. On the basis of the written representations received from the directors and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2012 from being appointed as a director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

6. In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to the non ascertainment of impact on the accounts of the Company in respect of matters dealt with in the Note No.22.7(Revised Accounting Standard No.15 on Employees Retirement Benefits has been Complied with except that the Company neither has ascertained nor provided for actuarial value of its gratuity liability and Leave Encashment as on 31.3.2012 ,and subject to Note No 22.6(Accounting Standard AS 28 on Impairment of assets) and subject to Note no 22.1 (Balances are subject to confirmations) and subject to deviation from Accounting Stanard AS2 regarding valuation of finished goods inventory for the reasons stated in Note No 22.5 of the notes to the accounts and read together with other Notes thereon, 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 the Company's affairs as at 31st March 2012

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

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

ANNEXURE TO THE AUDITORS REPORT-31ST MARCH 2012 (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 fixed assets;

(b) As explained to us the fixed assets have been physically verified by the management during the year. The Company has maintained records showing description of respective assets along with quantitative details thereof and its location, however, such records do not show updated value both in respect of Gross Block and net Block

(c) As per the information and explanations given to us on our enquiries, the disposal of the assets during the year were not substantial so as to have an impact on the operations of the company, or affect its going concern;,

ii) (a) The inventories of the company at all its locations have been physically verified by the management during the year end;

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

(c) The Company has maintained proper records of inventories and the discrepancies between the physical inventories and the book records, which have been properly dealt with in the books of account were not material.

iii) (a) The Company has taken loans from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. However the Register maintained under section 301 has to be updated. Unsecured advances were granted by the Company to the employees of the company,

(b) In our opinion the rate of interest and other terms and conditions in respect of the unsecured loans taken by the company from the related parties are in our opinion, prima facie not prejudicial to the interest of the company.

(c) In respect of such loans taken by the company, where stipulations have been made, they have generally repaid the principal amounts as stipulated and have been regular in payment of interest, where applicable.

iv) In our opinion and in accordance with the information and explanations given to us there is an adequate Internal Control procedure commensurate with the size of the Company and the nature of its business with regard to the purchase of inventories and fixed assets and for the sale of goods. We have not observed any major weakness in the internal control system during the course of the audit. However, areas pertaining to purchase of goods and inventory needs to be strengthened.

v) a) In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register required to be maintained under section 301 of the Companies Act, 1956.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arragements entered in the register maintained under section 301 of Companies Act, 1956 and exceeding the value of Rupees Five Lakhs in respect of any party during the year, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) In our opinion, the Company has not accepted deposits from the Public to which the Provisions of Section 58A and 58AA of the Companies Act, 1956, and the rules framed there under are applicable and therefore paragraph 4 (vi) of the Order is not applicable.

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

viii) We have broadly reviewed the cost records maintained by the company pursuant to the companies ( Cost accounting records) rules,2011 prescribed by the central government under section 209 (1)(d) of the Companies Act 1956 and are of the opinion prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determining whether they are accurate or complete.

ix) (a) The Company has been regular in depositing undisputed statutory dues including Provident Fund, Investor Education & Protection Fund, Employees State Insurance, Income-tax, Vat, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities except in some cases there has been delays in remittance of income tax, provident fund, and ESI as ascertained and provided for in the books of account of the company

According to the information and explanations given to us, there are no undisputed amounts payable in respect of Statutory dues were in arrears, as at 31st March 2012, for a period of more than six months from the date they became payable.

(b) As at 31st March 2012, according to the records of the company and information and explanations given to us, the following are the particulars of disputed dues on account of excise duty, ESI and sales tax that have not been deposited.

Name of the Statue Nature of Dues Amount Period to Which Forum where Rs in lakhs it relates Pending

Central Excise Duty

Excise Laws 13.68 1980/85 CE Tribunal Chennai

0.96 upto 1986 CE Trbinual Chennai

0.80 1996 CE Trbinual Bangalore

47.31 2006 Comm of CE Appeal

Chennai

0.22 1999 CE Tribunal Chennai

SalesTax Kerala Sales Tax, 14.03 1997/1999 Kerala High Court

Laws Surcharge 9.03 1996/1997 Dy Comm of

And Interest Sales Tax Kerala

x) The Company does not have accumulated losses as at the end of financial year. The company has incurred cash Losses during the current financial year; however, the company had not incurred cash loss in the immediately preceding financial year.

xi) In our opinion and according to information and explanations given to us, the company has not defaulted in repayment of its dues to any financial institution or bank during the year;

xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities;

xiii)The provisions of any special statute applicable to Chit Fund, Nidhi, or Mutual Benefit Fund/Societies are not applicable to the company;

xiv)The Company is not dealing or trading in shares, securities, debentures or other investments and hence the requirement of Para 4(xiv) are not applicable to the company;

xv) According to the information and explanations given to us company has not given any guarantee for loans taken by others from banks and financial institutions.

xvi)As per the information and explanations to given to us, term loans obtained by the company, in our opinion, have been applied for the purpose for which they were obtained.

xvii) According to the information and explanations given to us, we report that no funds raised on short-term basis have been used for long-term investments. The company has not raised long-term funds during the year and hence the use of such funds for short-term investments does not arise.

xviii)The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year;

xix)The debentures have not been issued by the company during the year;

xx) On the basis of our examination and according to the information and explanations given to us, no fraud, on or by the company, has been noticed or reported during the year.

xxi)The Company has not raised any money by way of public issues during the year;

For S.R.MANDRE & CO. Chartered Accountants Firm Reg No. 001962S

(B.S.DINESH)

Place: Bangalore Partner

Date: 27.07.2012 Membership No. 29624

---

Mar 31, 2011

We have audited the attached Balance Sheet of M M RUBBER COMPANY LIMITED, Bangalore as at 31st March 2011 and also the Profit & Loss Account and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Our audit includes an examination on a test basis, of evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates and judgments made by the management in the preparation of financial statements and evaluating the overall financial statement presentation.

We planned and performed our audit, so as to obtain all the information and explanations which were considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatements and to provide a reasonable basis for our opinion.

We further report that:

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

2. 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.

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

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

5. On the basis of the written representations received from the directors and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2011 from being appointed as a director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

6. In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to the non ascertainment of impact on the accounts of the Company in respect of matters dealt with in the Note No.2.7(Revised Accounting Standard No.15 on Employees Retirement Benefits has been Complied with except that the Company neither has ascertained nor provided for actuarial value of its gratuity liability and Leave Encashment as on 31.3.2011) ,and subject to Note No 2.6 (Accounting Standard AS 28 on Impairment of assets) and subject to Note no 2.1 (Balances are subject to confirmations) and subject to deviation from Accounting Stanard AS2 regarding valuation of finished goods inventory for the reasons stated in Note No 2.5 of the notes to the accounts and read together with other Notes thereon, 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 the Company's affairs as at 31st March 2011

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

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

7. As required by the Companies (Auditors' Report) Order, 2003 [as amended by Companies (Auditor's Report)(Amendment) Order, 2004] issued by the Central Government under Section 227(4A) of the Companies Act, 1956 and according to the information and explanations given to us during the course of the audit and on the basis of such checks as were considered appropriate, we report that;

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

(b) As explained to us the fixed assets have been physically vertified by the management during the year. The Company has maintained records showing description of respective assets along with quantitative details thereof and its location, however, such records do not show updated value both in respect of Gross Block and net Block.

(c) No fixed assets were disposed off during the year.

ii) (a) The inventories of the company at all its locations have been physically verified by the management during the year;

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

(c) The Company has maintained proper records of inventories and the discrepancies between the physical inventories and the book records, which have been properly dealt with in the books of account were not material. No fixed assets were disposed off during the year.

iii) (a) The Company has taken loans from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. However the Register maintained under section 301 has to be updated. Unsecured advances were granted by the Company to the employees of the company,

(b) In our opinion the rate of interest and other terms and conditions in respect of the unsecured loans taken by the company from the related parties are in our opinion, prima facie not prejudicial to the interest of the company.

iv) In our opinion and in accordance with the information and explanations given to us there is an adequate Internal Control procedure commensurate with the size of the Company and the nature of its business. However, areas pertaining to purchase of goods and inventory needs to be strengthened.

v) a) In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register required to be maintained under section 301 of the Companies Act, 1956.

b) In our opinion and according to the information and explanations given to us, the transactions that in respect of purchase of materials and sale of goods services made in pursuance of contracts that were needed to be entered into a register in pursuance of Section 301 of the Act in respect of transactions exceeding the value of Rs. 5,00,000/- in respect of any party during the year made at prices which are reasonable having regard to the prices at which transactions for similar goods or services have been made with other parties.

vi) In our opinion, the Company has not accepted deposits from the Public to which the Provisions of Section 58A and 58AA of the Companies Act, 1956, and the rules framed there under are applicable and therefore paragraph 4 (vi) of the Order is not applicable.

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

viii)In accordance with the information and explanations given to us, the maintenance of records prescribed under section 209(l)(d) of the Companies Act 1956 is not applicable.

ix) (a) The Company has been regular in depositing undisputed statutory dues including Provident Fund, Investor Education & Protection Fund, Employees State Insurance, Income-tax, Vat, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities except in some cases there has been delays in remittance of income tax, provident fund, and ESI as ascertained and provided for in the books of account of the company.

According to the information and explanations given to us, there are no undisputed amounts payable in respect of Statutory dues were in arrears, as at 31st March 2011 for a period of more than six months from the date they became payable. (b) As at 31st March 2011, according to the records of the company and information and explanations given to us, the following are the particulars of disputed dues on account of excise duty, ESI and sales tax that have not been deposited.

Name of the Statue Nature of Dues Amount Rs in lakhs

Central Excise Duty Excise Laws 13.68

0.96

0.80

47.31

0.22

Sales Tax Kerala Sales Tax, 14.03 Laws Surcharge 9.03 And Interest

Central Income Tax Capital Gains Tax 75.71

Name of the Statue Period to Which Forum where it relates Pending

Central Excise Laws 1980/85 CE Tribunal Chennai

upto 1986 CE Trbinual Chennai

1996 CE Trbinual Bangalore

2006 Coram of CE Appeal Chennai

1999 CE Tribunal Chennai

Sales Tax Laws 1997/1999 Kerala High Court

1996/1997 Dy Coram of Sales Tax Kerala

Central Income Tax AY 2007/08 CIT Appeals

x) The Company neither has accumulated losses as at the end of financial year nor has incurred cash Losses during the current financial year and in the immediately preceding financial year.

xi) In our opinion and according to information and explanations given to us, the company has not defaulted in repayment of its dues to any financial institution or bank during the year;

xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities;

xiii)The provisions of any special statute applicable to Chit Fund, Nidhi, or Mutual Benefit Fund/Societies are not applicable to the company;

xiv)The Company is not dealing or trading in shares, securities, debentures or other investments and hence the requirement of Para 4(xiv) are not applicable to the company;

xv) According to the information and explanations given to us company has not given any guarantee for loans taken by others from banks and financial institutions.

xvi) According to the information and explanations given to us, we report that no funds raised on short-term basis have been used for long-term investments. The company has not raised long-term funds during the year and hence the use of such funds for short-term investments does not arise.

xvii)The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year;

xviii)The debentures have not been issued by the company during the year;

xix) On the basis of our examination and according to the information and explanations given to us, no fraud, on or by the company, has been noticed or reported during the year.

xx) The Company has not raised any money by way of public issues during the year;

For S.R. MANDRE & CO., Chartered Accountants Firm Reg No. 001962S

(B.S.DINESH) Partner Membership No. 29624

Place : Bangalore Date : 19.07.2011

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Mar 31, 2010

We have audited the attached Balance Sheet of M M RUBBER COMPANY LIMITED, Bangalore as at 31st March 2010 and also the Profit & Loss Account and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Our audit includes an examination on a test basis, of evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates and judgments made by the management in the preparation of financial statements and evaluating the overall financial statement presentation.

We planned and performed our audit, so as to obtain all the information and explanations which were considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatements and to provide a reasonable basis for our opinion.

We further report that:

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

2. 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.

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

4. In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow statement dealt with by this report compiy with the requirements of the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act. 1956;

5. On the basis of the written representations received from the directors and taken on record by the Board of Directors, we report that none of the directors is 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;

6. In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to the non ascertainment of impact on the accounts of the Company in respect of matters dealt with in the Note No.2.7(Revised Accounting Standard No.15 on Employees Retirement Benefits has been Complied with except that the Company neither has ascertained nor provided for actuarial value of its gratuity liability and Leave Encashment as on 31.3.2010) ,and subject to Note No 2.6(Accounting Standard A S 28 on Impairment of assets) and subject to Note no 2.1 {Balances are subject to confirmations) and subject to deviation from Accounting Stanard AS2 regarding valuation of finished goods inventory for the reasons stated in Note No 2.5 of the notes to the accounts and read together with other Notes thereon, 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 the Companys affairs as at 31st March 2010

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

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

7. As required by the Companies (Auditors Report) Order, 2003 [as amended by Companies (Auditors Report)(Amendment) Order, 2004] issued by the Central Government under Section 227(4A) of the Companies Act, 1956 and according to the information and explanations given to us during the course of the audit and on the basis of such checks as were considered appropriate, we report that;

(i) a) The Company has maintained records showing full particulars including quantitative details and situation of fixed assets; except, updating such register for Plant & Machinery pertaining to closed Bopp Division and giving effect to sale of old machines scrapped in foam division.

(b) As explained to us, the fixed assets have been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed;

(c) Fixed Assets disposed of during the year were not material enough to affect the going concern identity of the Company.

ii) (a) The inventories of the company at all its locations have been physically verified by the management during the year;

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

(c) The Company has maintained proper records of inventories and the discrepancies between the physical inventories and the book records, which have been properly dealt with in the books of account were not material.

iii) (a) The Company has taken loans from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. However the Register maintained under section 301 has to be updated. Unsecured advances were granted by the Company to the employees of the company,

(b) In our opinion the rate of interest and other terms and conditions in respect of the unsecured loans taken by the company from the related parties are in our opinion, prima facie not prejudicial to the interest of the company.

iv) In our opinion and in accordance with the information and explanations given to us there is an adequate Internal Control procedure commensurate with the size of the Company and the nature of its business. However, areas pertaining to purchase of goods and inventory needs to be strengthened.

v) a) In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register required to be maintained under section 301 of the Companies Act, 1956.

b) In our opinion and according to the information and explanations given to us, the transactions that in respect of purchase of materials and sale of goods services made in pursuance of contracts that were needed to be entered into a register in pursuance of Section 301 of the Act in respect of transactions exceeding the value of Rs.5,00,000/- in respect of any party during the year made at prices which are reasonable having regard to the prices at which transactions for similar goods or services have been made with other parties.

vi) In our opinion, the Company has not accepted deposits from the Public to which the Provisions of Section 58A and 58AA of the Companies Act, 1956. and the rules framed there under are applicable and therefore paragraph 4 (vi) of the Order is not applicable.

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

viii)ln accordance with the information and explanations given to us, the maintenance of records prescribed under section 209(1 )(d) of the Companies Act 1956 is not applicable.

ix) (a) The Company has been regular in depositing undisputed statutory dues including Provident Fund, Investor Education & Protection Fund, Employees State Insurance, Income-tax, Vat, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities except in some cases there has been delays in remittance of income tax. provident fund, and ESi as ascertained and provided for in the books of account of the company.

According to the information and explanations given to us, there are no undisputed amounts payable in respect of Statutory dues were in arrears, as at 31st March 2010, for a period of more than six months from the date they became payable.

(b) As at 31st March 2010. according to the records of the company and information and explanations given to us, the following are the particulars of disputed dues on account of excise duty, ESI and sales tax that have not been deposited.

Name of the Statue Nature of Dues Amount Period to Which Forum where Rs in lakhs it relates Pending Central Excise Duty

Excise Laws 13.68 1980/85 CE Tribunal Chennai

0.96 upto 1986 CE Trbinual Chennai

0.80 1996 CE Trbinual Blore

47.31 2006 Comm of CE Appeal Chennai

0.22 1999 CE Tribunal Chennai ESI Law ESI Interest 7.28 Pre 1997 Madras High Court

Sales Tax Kerala SalesTax, 14.03 1997/1999 Kerala High Court Laws Surcharge 9.03 1996/1997 Dy Comm of And Interest Sales Tax Kerala

Central Income Tax Capital Gains Tax 75.71 AY 2007/08 CIT Appeals

x) The Company neither has accumulated losses as at the end of financial year nor has incurred cash Losses during the current financial year and in the immediately preceding financial year.

xi) In our opinion and according to information and explanations given to us, the company has not defaulted in repayment of its dues to any financial institution or bank during the year;

xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities;

xiii)The provisions of any special statute applicable to Chit Fund, Nidhi, or Mutual Benefit Fund/Societies are not applicable to the company;

xiv)The Company is not dealing or trading in shares, securities, debentures or other investments and hence the requirement of Para 4(xiv) are not applicable to the company;

xv) According to the information and explanations given to us company has not given any guarantee for loans taken by others from banks and financial institutions.

xvi) According to the information and explanations given to us, we report that no funds raised on short-term basis have been used for long-term investments. The company has not raised long-term funds during the year and hence the use of such funds for short-term investments does not arise.

xviijThe company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year;

xviiitThe debentures have not been issued by the company during the year;

xix) On the basis of our examination and according to the information and explanations given to us, no fraud, on or by the company, has been noticed or reported during the year.

xx) The Company has not raised any money by way of public issues during the year;



ForS.R.MANDRE&CO.,

Chartered Accountants

Firm Reg No. 001962S

(B.S.DINESH)

Place: Bangalore Partner

Date: 29.07.2010 Membership No. 29624