Auditor Report of Madhusudan Industries Ltd.

Mar 31, 2025

The Members of Madhusudan Industries Limited Report on the Audit of the Financial Statements Opinion

We have audited the accompanying financial statements of MADHUSUDAN INDUSTRIES LIMITED (“the Company”), which comprise the Balance Sheet as at 31^st March, 2025, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the 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 Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs (financial position) of the Company as at 31^st March, 2025, the loss including other comprehensive income (financial performance), changes in equity and its cash flows for the year ended on that date.

Basis of Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing (“SAs”) specified under section143(10) of the Act. 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 (“ICAI”) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion on 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, we do not provide a separate opinion on these matters. However, in our opinion, there was no matter of most significance in our audit of the financial statements of the current period.

Information Other than Financial Statements and Auditor’s Report Thereon

The Company’s management and the Board of Directors are responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Business Responsibility Report, Corporate Governance Report, and Shareholders’ Information, 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 assu rance conclusion thereon.

In connection with our audit of 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.

Management’s and Board of Directors’ Responsibilities for the Financial Statements

The Company’s Management and the Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under section 133 of the Act read with relevant Rules issued thereunder. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Management and the 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 either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also 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 the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design

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

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of management’s 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 are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of subsection (11) of section 143 of the Companies Act, 2013, we give in “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 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 and Loss (including Other Comprehensive Income),the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015 as amended.

(e) On the basis of the written representations received from the directors as on 31^st March, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2025 from being appointed as a director in terms of Section 164 (2) of the Act.

(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 matter to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended, we state that no remuneration was paid by the Company to its directors during the year under report.

(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 as at 31^st March, 2025 on its financial position in its financial statements. Refer Note No.35(b) to the financial statements.

ii. According to the information and explanations provided to us, the Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

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

iv. (a) The Company’s Management and the Board of

Directors have represented that, to the best of their knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of

funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) The Company’s Management and the Board of Directors have represented, that, to the best of their knowledge and belief, no funds 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; and

(c) 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.

v. The Company has not declared or paid any dividend during the year and has not proposed final dividend for the year.

vi. As per the information and explanations provided to us by the management and based on our examination which included test checks, the Company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility. The audit trail feature has been operating throughout the year for all relevant transactions recorded in the software and we did not come across any instance of audit trail feature being tampered with during the course of our audit. Further, the audit trail has been preserved by the Company asper the statutory requirements for record retention.

FOR N. M. NAGRI & CO.

Chartered Accountants Firm Regn. No.106792W

(N. M. NAGRI)

Place : Ahmedabad Proprietor

Date :27^th May, 2025 Membership No. 016992

UDIN: 25016992BMOIMJ8172

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Mar 31, 2024

We have audited the accompanying financial statements of
MADHUSUDAN INDUSTRIES LIMITED (“the Company”), which
comprise the Balance Sheet as at 31^st March, 2024, the Statement
of Profit and Loss (including Other Comprehensive Income), the
Statement of Changes in Equity and the Statement of Cash Flows
for the year then ended, and notes to the financial statements,
including a summary of significant accounting policies and other
explanatory information (hereinafter referred to as “the 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 Companies (Indian Accounting
Standards) Rules, 2015, as amended, (“Ind AS”) and other
accounting principles generally accepted in India, of the state of
affairs (financial position) of the Company as at 31^st March, 2024,
the profit (financial performance including other comprehensive
income), changes in equity and its cash flows for the year ended
on that date.

Basis of Opinion

We conducted our audit of the financial statements in accordance
with the Standards on Auditing (“SAs”) specified under
section143(10) of the Act. 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
(“ICAI”) together with the ethical requirements that are relevant to
our audit of the financial statements under the provisions of the Act
and the Rules made thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and
the ICAI’s Code of Ethics. We believe that the audit evidence obtained
by us is sufficient and appropriate to provide a basis for our opinion
on financial statements.

Emphasis of Matter

We draw attention to footnote to Note No.5 of the financial statements
regarding certain Investments (Non-current) :

(a) Few Equity shares (in numbers) already having NIL value in
the books of account have been written off during the year, as
they were delisted/ suspended/ physically not traceable;

(b) Few Equity shares of Rs.4244.25 thousands, Mutual Funds
of Rs.291.71 thousands and Debentures of Rs.2 thousands,
aggregating to Rs.4537.96 thousands have been adjusted
against the equivalent aggregate amount of “Impairment
provision in value of Investments” created in the past, as
these securities were delisted/ suspended/ physically not
traceable. Due to these write off/ adjustments, there is no
impact on profit for the year.

Our opinion on the financial statements is not modified in respect of
the above matter.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial

statements 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. However, in our opinion, there was no
matter of most significance in our audit of the financial statements
of the current period.

Information other than the Financial Statements and Auditor’s
Report thereon

The Company’s management and the Board of Directors are
responsible for the other information. The other information
comprises the information included in the Management Discussion
and Analysis, Board’s Report including Annexures to Board’s
Report, Business Responsibility Report, Corporate Governance
Report, and Shareholders’ Information, 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 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.

Management’s and Board of Directors’ Responsibilities for
the Financial Statements

The Company’s Management and the Board of Directors are
responsible for the matters stated in section 134(5) of the Act with
respect to the preparation and presentation of these financial
statements that give a true and fair view of the financial position,
financial performance (including other comprehensive income),
changes in equity and cash flows of the Company in accordance
with the accounting principles generally accepted in India, including
the Indian Accounting Standards specified under section 133 of the
Act read with relevant Rules issued thereunder. This responsibility
also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding of the
assets of the Company and for preventing and detecting frauds
and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness
of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair
view and are free from material misstatement, whether due to fraud
or error.

In preparing the financial statements, the Management and the
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 either intends to liquidate the
Company or to cease operations, or has no realistic alternative but
to do so.

The Board of Directors are also 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 the aggregate, they could
reasonably be expected to influence the economic decisions of
users taken on the basis of these financial statements.

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

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

• Obtain an understanding of internal control relevant to the
audit in order to design audit procedures that are appropriate
in the circumstances. Under section 143(3)(i) of the
Companies Act, 2013, we are also responsible for expressing
our opinion on whether the Company has adequate internal
financial controls system in place and the operating
effectiveness of such controls.

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

• Conclude on the appropriateness of management''s 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 are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to
the date of our auditor''s report. However, future events or
conditions may cause the Company to cease to continue as
a going concern.

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

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

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2020 (“the
Order”), issued by the Central Government of India in terms of
subsection (11) of section 143 of the Companies Act, 2013, we
give in “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 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 and Loss (including
Other Comprehensive Income),the Statement of Changes in
Equity and the Statement of Cash Flows(the financial
statements) dealt with by this Report are in agreement with
the books of account.

(d) In our opinion, the aforesaid financial statements comply with
the Indian Accounting Standards specified under Section 133
of the Act, read with the Companies (Indian Accounting
Standards) Rules, 2015 as amended.

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

(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 matter to be included in the Auditor''s
Report in accordance with the requirements of section 197(16)
of the Act, as amended, we state that no remuneration was
paid by the Company to its directors during the year under
report.

(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 as at 31^st March, 2024 on its financial position
in its financial statements. Refer Note No.34 to the
financial statements.

ii. According to the information and explanations provided
to us, the Company did not have any long term contracts
including derivative contracts for which there were any
material foreseeable losses.

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

iv. (a) The Company''s Management and the Board of

Directors have represented that, to the best of their
knowledge and belief, no funds have been advanced
or loaned or invested (either from borrowed funds
or share premium or any other sources or kind of
funds) by the Company to or in any other person or
entity, including foreign entity (“Intermediaries”), with
the understanding, whether recorded in writing or
otherwise, that the Intermediary shall, whether,
directly or indirectly lend or invest in other persons
or entities identified in any manner whatsoever by or
on behalf of the Company (“Ultimate Beneficiaries”)
or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries.

(b) The Company''s Management and the Board of
Directors have represented, that, to the best of their
knowledge and belief, no funds 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; and

(c) 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.

v. The Company has not declared or paid any dividend
during the year and has not proposed final dividend for
the year.

vi. Based on our examination which included test checks,
the Company has used an accounting software for
maintaining its books of account which has a feature of
recording audit trail (edit log) facility and the same has
been 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.

FOR N. M. NAGRI & CO.

Chartered Accountants
Firm Regn. No.106792W

(N. M. NAGRI)

Place : Ahmedabad Proprietor

Date :9^th May, 2024 Membership No. 016992

UDIN: UDIN:24016992BKECTJ5479

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Mar 31, 2015

We have audited the accompanying financial statements of MADHUSUDAN INDUSTRIES LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 ofthe Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness ofthe 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 aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs ofthe Company as at 3151 March, 2015, and its profit and its cash flows 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 sub-section (11) of section 143 ofthe Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraph 3 and 4 of the Order, to the extent applicable.

As required by Section 143 (3) ofthe Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination ofthose books.

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

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

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

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

The Annexure referred to in "Report on Legal and Other Regulatory Requirements" paragraph 1 of the Our Report of even date to the members of MADHUSUDAN INDUSTRIES LIMITED on the accounts of the company for the year ended 31st March, 2015.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. In respect of its fixed assets :

(a) The company has maintained proper records, showing full particulars including quantitative details and situation of its fixed assets on the basis of available information, other than furniture and fixtures.

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and the nature of its assets. No material discrepancies between the book records and the physical inventory have been noticed in respect of the assets physically verified.

2. In respect of its inventories :

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

(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 are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to book records.

3. In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013 :

(a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not received or granted, secured or unsecured, to or from companies, firms or other parties listed in the register maintained under Section 1 89 of the Companies Act, 201 3. Consequently, the provisions of clauses iii (b) of paragraph 3 of the Companies (Auditor's Report) Order, 2015 are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with its size of the company and the nature of business for the purchase of inventories, fixed assets and also for sale of goods and services. Further, on the basis of our examination, and according to the information and explanations given to us, we have neither come across nor have we have been informed of any instance of major weakness in the aforesaid internal control systems.

5. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014 with regard to the deposits accepted from the public. According to the information and explanations given to us, in this regard, no order under the aforesaid sections has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the company.

6. We have broadly reviewed the books of account maintained by the company pursuant to the rules made by the Central Government for the maintenance of cost records under sub-section (1) of section 148 of the Companies Act, related to the maintenance of manufacture of certain products, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

7. In respect of statutory dues :

(a) According to the records of the company, undisputed statutory dues including Provident Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, value added tax cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st of March, 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, following disputed statutory dues have not been deposited on account of disputed matters pending before appropriate authorities are as under:

Sr. Name of Nature of Forum where Amount No. the Statute the Dues dispute is (Rs.) In pending Lacs

1 Gujarat Sales S ales-tax Gujarat Sales 139.34 Tax Act Tax Tribunal

2 Central Excise C entral Act Excise Duty CESTAT 97.76

(c) According to the information and explanations given to us, there is no amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

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

9. As per the Books and records maintained by the company and according to the information and explanations given to us, we are of the opinion that, the Company has not defaulted in repayment of dues to bank.

10. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from bank or financial institutions.

11. In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised.

12. In our opinion 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, that causes the financial statements to be materially misstated.

H. V. Vasa & Co. Chartered Accountants Firm Registration No. 131054W

Tushar H. Vasa Place : Ahmedabad Proprietor Date : 27th May, 2015 Membership No. 16831

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Mar 31, 2014

We have audited the accompanying financial statements of MADHUSUDAN INDUSTRIES LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

The Company''s 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 Companies Act, 1956 (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

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

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

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

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

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

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

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

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

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

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the

Accounting Standards notified under the Act (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs);

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

The Annexure referred to in paragraph 1 of Our Report of even date to the members of MADHUSUDAN INDUSTRIES LIMITED on the accounts of the company for the year ended 31st March, 2014.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. In respect of its fixed assets:

(a) The company has maintained proper records, showing full particulars including quantitative details and situation of its fixed assets on the basis of available information, other than furniture and fixtures.

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and the nature of its assets. No material discrepancies between the book records and the physical inventory have been noticed in respect of the assets physically verified.

(c) In our opinion, there was no substantial disposal of fixed assets during the year, which would affect the going concern of the company.

2. In respect of its inventories:

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

(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 are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

(a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provision of clauses iii(b), iii(c) and iii(d) of the order are not applicable to the Company.

(b) The Company had taken unsecured loan of Rs. 45 lacs from a Company covered in the register maintained under section 301 of the Act. The Maximum amount involved during the year was Rs. 45 lacs and at the year end balance of loan from such company was Rs. Nil.

(c) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions on which the loans have been taken from company listed in the register maintained under section 301 of the Companies Act. 1956 are not prima facie, prejudicial to the interest of the Company.

(d) The payment of principal amount and interest have been regular as per stipulations.

(e) There were no overdue amounts remaining outstanding as at the year end.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with its size of the company and the nature of business for the purchase of inventories, fixed assets and also for sale of goods and services. Further, on the basis of our examination, and according to the information and explanations given to us, we have neither come across nor have we have been informed of any instance of major weakness in the aforesaid internal control systems.

5. In respect of transactions covered under section 301 of the Companies Act, 1956:

a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered into the register maintained under that section.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act 1956 and exceeding the value of Rs. five lacs in respect of each party have been made at prices which appear reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. According to the information and explanations given to us, in this regard, no order under the aforesaid sections has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the company.

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

8. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records for the company under section 209(1 )(d) of the companies Act, in respect of business activities of the company in the previous year.

9. In respect of statutory dues:

(a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st of March, 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, following disputed statutory dues have not been deposited on account of disputed matter pending before appropriate authorities are as under:

Sr. Name of Nature of Forum where Amount No. the Statute the Dues dispute is (Rs.) In pending Lacs

1 Gujarat Sales Tax Act Sales-tax Gujarat Sales Tax Tribunal 139.34

2 Central Excise Act Central Excise Duty CESTAT 97.76

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

11. As per the Books and records maintained by the company and according to the information and explanations given to us, we are of the opinion that, the Company has not defaulted in repayment of dues to bank.

12. In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, clause 4(xii) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company has not dealt in or is trading in Shares, securities, debentures and other investments. The company has invested surplus funds in marketable securities and mutual funds. According to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The Investments in the marketable securities and mutual funds have been held by the company in its own name.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from bank or financial institutions.

16. In our opinion and according to the information and explanations given to us, there are no term loans availed by the company during the year.

17. According to the cash flow statement and other records examined by us and the information and explanations given to us, on the overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment (fixed assets, etc.)

18. During the year, 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.

19. As the Company has not issued any debentures, clause (xix) of the order is not applicable to the company.

20. The Company has not raised any money by public issue during the year.

21. In our opinion 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, that causes the financial statements to be materially misstated.

For and on behalf of H. V. Vasa & Co. Chartered Accountants Firm Registration No. 131054W

(Tushar H. Vasa) Place : Ahmedabad Proprietor Date : 29th May, 2014 Membership No. 16831

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Mar 31, 2013

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

Management 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. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

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

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

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

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

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

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

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

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

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of MADHUSUDAN INDUSTRIES LIMITED on the accounts of the company for the year ended 31st March, 2013.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. In respect of its fixed assets :

(a) The company has maintained proper records, showing full particulars including quantitative details and situation of its fixed assets on the basis of available information, other than furniture and fixtures.

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and the nature of its assets. No material discrepancies between the book records and the physical inventory have been noticed in respect of the assets physically verified.

(c) In our opinion, there was no substantial disposal of fixed assets during the year, which would affect the going concern of the company.

2. In respect of its inventories :

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

(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 are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 :

(a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

(b) The Company had taken unsecured loan of Rs. 45 lacs from a company covered in the register maintained under section 301 of the Act. The maximum amount involved during the year was Rs. 45 lacs and at the year end balance of loan taken from such a company was Rs. 45 lacs.

(c ) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions on which the loans have been taken from companies listed in the register maintained under section 301 of the Companies Act 1956 are not, prima facie, prejudicial to the interest of the Company.

(d) The payment of principal amounts and interest have been regular as per stipulations.

(e) There were no overdue amounts remaining outstanding as at the year end.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with its size of the company and the nature of business for the purchase of inventories, fixed assets and also for sale of goods and services. Further, on the basis of our examination, and according to the information and explanations given to us, we have neither come across nor have we have been informed of any instance of major weakness in the aforesaid internal control systems.

5. In respect of transactions covered under section 301 of the Companies Act, 1956 :

a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered into the register maintained under that section.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act 1956 and exceeding the value of Rs. five lacs in respect of each party have been made at prices which appear reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. According to the information and explanations given to us, in this regard, no order under the aforesaid sections has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the company.

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

8. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records for the company under section 209(1 )(d) of the Companies Act, in respect of business activities of the company in previous year.

9. In respect of statutory dues :

(a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st of March, 2013 for a period of more than six months from the date they became payable. (b) According to the information and explanations given to us, following disputed statutory dues have not been deposited on account of disputed matter pending before appropriate authorities are as under :

Sr. Name of Nature of Forum where Amount No. the Statute the Dues dispute is (Rs.) In pending Lacs

1 Gujarat Sales Sales-tax Gujarat Sales 139.34 Tax Act Tax Tribunal

2 Central Excise Central Act Excise Duty CESTAT 97.76

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

11. As per the Books and records maintained by the company and according to the information and explanations given to us, we are of the opinion that, the Company has not defaulted in repayment of dues to bank.

12. In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi /mutual benefit fund / society. Therefore, clause 4(xii) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company has not dealt in or is trading in Shares, securities, debentures and other investments. The company has invested surplus funds in marketable securities and mutual funds. According to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The Investments in the marketable securities and mutual funds have been held by the company in its own name.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from bank or financial institutions.

16. In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised.

17. According to the cash flow statement and other records examined by us and the information and explanations given to us, on the overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment (fixed assets, etc.)

18. During the year, 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.

19. As the Company has not issued any debentures, clause (xix) of the order is not applicable to the company.

20. The Company has not raised any money by public issue during the year.

21. In our opinion 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, that causes the financial statements to be materially misstated.

H. V. Vasa & Co.

Chartered Accountants

Firm Registration No. 131054W

(Tushar H. Vasa)

Place : Ahmedabad Proprietor

Date : 27th May, 2013 Membership No. 16831

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Mar 31, 2012

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

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

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

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

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

(b) In our opinion, proper books of account as required by law, have been kept by the Company so far as appears from our examination with the books.

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

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

(e) On the basis of the written representation received from the Directors as on 31st March 2012 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.

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

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

(ii) in the case of Profit and Loss Account, of the profit of the Company for the year on that date; and

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

Annexure referred to in paragraph 3 of our report of even date

i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets on the basis of available information, other than furniture and fixtures.

(b) As explained to us, the fixed assets have been physically verified by the management during the year in a phase periodical Manner, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies between the book records and the physical inventory have been noticed in respect of the assets physically verified.

(c) In our opinion, there was no substantial disposal of fixed assets during the year which would affect the going concern of the company.

ii. In respect of inventories:

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

(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 are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on such physical verification.

iii. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies act. 1956:

a. The Company had taken unsecured loan of Rs. 45 lacs from a company covered in the register maintained under section 301 of the Act. The maximum amount involved during the year was Rs. 45 lacs and at the year end balance of loan taken from such a company was Rs. 45 lacs.

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

c. The payment of principal amounts and interest have been regular as per stipulations.

d. There were no overdue amounts remaining outstanding as at the year end.

e. 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 Act.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, Sale of goods, fixed assets and scrap of fixed assets. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

v. (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act transactions that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, there are no transactions of purchase and sale exceeding the value of Rupees five lacs entered into during the financial year.

vi. In respect of the deposits, in our opinion and accordingly to the information and explanations given to us, directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of the companies Act, 1956 and the rules framed there under, to the extent applicable, have been complied with. We are informed by the management that no order has been passed by the Company Law Board, National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal.

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

viii. According to the information and explanations given to us, The Central Government has not prescribed the maintenance of cost records for the Company under section 209(1 )(d) of the Companies Act, 1956, in respect of business activities of the Company in previous year.

ix. (a) The company has generally been regular in depositing undisputed dues of Provident Fund, Investors Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues with the appropriate authorities.

(b) There are no undisputed amounts outstanding as at 31st March, 2012 for a period of morethan six months from the date of becoming payable.

(c ) Dues relating to items as listed below which have not been deposited as on 31st March, 2012 on account of disputes with related authorities :

Sl. Name of Nature of Forum where Amount No. the Statute the Dues dispute is (Rs.) In pending Lacs

1. Gujarat Sales Sales-tax Gujarat Sales 139.34 Tax Act Tax Tribunal 2. Central Excise Central CESTAT 97.76 Act Excise Duty

3. Income Tax Income Tax Commissioner 0.45 Act of Appeal

x. The Company has no accumulated losses at the end of the financial year. The Company had not incurred cash loss in the immediately preceding financial year.

xi. As per the books and records maintained by the company and according to the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to Banks.

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

xiii. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the company.

xiv In our opinion, the Company is not dealing or trading in shares, securities and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the company.

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

xvi. On the basis of the records examined by us and according to information and explanations given to us, in our opinion, term loan availed by the Company was, prima facie, applied by the company during the year for the purpose for which the loan was obtained.

xvii. According to the information and explanations given to us and on the basis of an overall examination of the balance sheet of the company, we report that funds raised on short- term basis have, prima facie, not been used for long-term investment.

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.

xix. The company did not have any outstanding debentures at the end of the year.

xx. The Company has not raised any money by way of public issue during the year.

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



For H. V. Vasa & Co. Chartered Accountants Firm Registration No. 131054W

(Tushar H. Vasa) Proprietor Membership No. 16831

Place : Ahmedabad Date : 30th May, 2012

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of Madhusudan Industries Limited as at 31st March 2010, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

(a) .We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

(6) In our opinion, proper books of account as required by law, have been kept by the Company so far as appears from our examination with the books.

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

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

(e) On the basis of the written representation received from the Directors as on 31st March 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 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.

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

(i) in the case of Balance Sheet, of the state of affairs of the Company as at 31s1 March, 2010;

(ii) in the case of Profit and Loss Account, of the profit of the Company for the year ended on that date; and

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



Annexure referred to in paragraph 3 of our report of even date



i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets on the basis of available information, other than furniture and fixtures.

(b) As explained to us, the fixed assets have been physically verified by the management during the year in a phase periodical Manner, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies between the book records and the physical inventory have been noticed in respect of the assets physically verified.

(c) In our opinion, there was no substantial disposal of fixed assets during the year which would affect the going concern of the company.

ii. In respect of inventories:

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

(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 are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on such physical verification.

iii. In respect of loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies act. 1956:

a. The Company had taken unsecured loans aggregating to Rs. 210.00 lacs from two companies covered in the register maintained under section 301 of the Act. The maximum amount involved during the year was Rs. 210.00 lacs and at the year end balance of loans taken from such companies were Rs. 210.00 lacs.

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

c. The receipts of principal amounts and interest have been regular / as per stipulations.

d. There were no overdue amounts remaining outstanding as at the year end.

e. 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 Act.

iv. In ouropinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, Sale of goods, fixed assets and scrap of fixed assets. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

v. (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act transactions that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, there are no transactions of purchase and sale exceeding the value of Rupees five lacs entered into during the financial year.

vi. In respect of the deposits, in our opinion and accordingly to the information and explanations given to us, directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of the companies Act, 1956 and the rules framed there under, to the extent applicable, have been complied with. We are informed by the management that no order has been passed by the Company Law Board, National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal.

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

viii. According to the information and explanations given to us, The Central Government has not prescribed the maintenance of cost records for the Company under section 209(1 )(d) of the Companies Act, 1956, in respect of business activities of the Company in previous year.

ix. (a) The company has generally been regular in depositing undisputed dues of Provident Fund, Investors Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues with the appropriate authorities.

(b) There are no undisputed amounts outstanding as at 31st March, 2010 for a period of more than six months from the date of becoming payable.

(c ) Dues relating to items as listed below which have not been deposited as on 31st March, 2010 on account of disputes with related authorities :



Sr. Name of Nature of Forum where Amount

No. the Statute the Dues dispute is (Rs.) In

pending Lacs

1 Gujarat Sales Sales-tax Gujarat Sales 139.34 Tax Act Tax Tribunal

2 Central Excise Central CESTAT 97.76 Act Excise Duty



x. The Company has no accumulated losses at the end of the financial year. The Company had incurred cash loss in the immediately preceding financial year.

xi. As per the books and records maintained by the company and according to the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to Banks.

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

xiii. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the company.

xiv. In our opinion, the Company is not dealing or trading in shares, securities and other investments. Accordingly, the provisions , of clause 4 (xiv) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the company.

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

xvi. On the basis of the records examined by us and according to information and explanations given to us, in our opinion, term loan availed by the Company was, prima facie, applied by the company during the year for the purpose for which the loan was obtained.

xvii. According to the information and explanations given to us and on the basis of an overall examination of the balance sheet of the company, we report that funds raised on short-term basis have, prima facie, not been used for long-term investment.

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.

xix. The company did not have any outstanding debentures at the end of the year.

xx. The Company has not raised any money by way of public issue during the year.

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



For H. V. Vasa & Co.

Chartered Accountants



(Tushar H. Vasa)

Place : Ahmedabad Proprietor

Date : 27th May, 2010 Membership No. 16831