Auditor Report of Oswal Overseas Ltd.

Mar 31, 2024

We have audited the accompanying standalone financial statements of Oswal Overseas Limited (“the
Company”), which comprise the Balance Sheet as at March 31, 2024, and the Statement of Profit and
Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of
Cash Flows for the year then ended and a summary of the material accounting policies and other
explanatory information attached herewith, being submitted by the Company pursuant to the requirement
of regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 as
amended (the ‘Listing Regulations'').

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid standalone financial statements:

a. are presented in accordance with requirements of Regulation 33 of the listing Regulations in this
regard; and

b. gives a true and fair view in conformity with the applicable Indian Accounting Standards (“IND
AS”) prescribed under section 133 of the Companies Act,2013 (“the Act”) read with relevant rules
thereunder and other accounting principles generally accepted in India, of the net profit/loss and
other comprehensive income and other financial information for the year ended March 31,2024,
read with Annexure “A” and “B” of our report.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on
Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are
further described in the Auditor''s Responsibilities for the Audit of the Standalone 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 independence requirements
that are relevant to our audit of the standalone 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 we have obtained
is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial
statements.

Key Audit Matters

Key audit matters (‘KAM'') are those matters that, in our professional judgment, were of most significance
in our audit of the standalone financial statements of the current period. These matters were addressed in
the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters. We have determined the matters
described below to be the Key Audit Matters to be communicated in our report.

a) Dues of small enterprises and micro enterprises

The disclosure pursuant to the Micro, Small and Medium Enterprises Development Act, 2006, (MSMED
Act) for dues to micro enterprises and small enterprises as at March 31,2024 and 2023 is as under:

Dues remaining unpaid to any supplier:

Particulars	As at March 31, 2024	As at March 31, 2023
Principal	-	3,52,780
Interest on the above	-	-

• The payments made to the MSME vendors are beyond the time limits specified in section 15 of
the MSMED Act, 2006 and without adding the interest specified under the same act.

• The Company has not accounted for/paid Interest to MSMEs in view of Accounting Policy No.
2.3.18.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company''s Board of Directors is 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 Shareholder Information, but does not include the standalone financial statements and our auditor''s
report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.

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

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the
Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements
that give a true and fair view of the financial position, financial performance including other
comprehensive income, cash flows and changes in equity of the Company in accordance with the Indian
Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in
India and in compliance with Regulation 33 of the Listing Regulations.

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

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

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

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

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

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

• Evaluate the appropriateness and reasonableness of disclosures made by the Board of Directors
in terms of requirements specified under regulation 33 of the Listing Regulations.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Company''s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw attention
in our auditor''s report to the related disclosures in the standalone 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 standalone financial statements,
including the disclosures, and whether the standalone financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the statement of the Company to express
and opinion thereon.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in
aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the
standalone 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 standalone financial statements.

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

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

From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the standalone financial statements of the current period and are

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

Other Matters

The annual financial results include the results for the quarter ended March 31,2024 being the balancing
figure between the audited figures in respect of full financial year and the published unaudited year to
date figures up to the third quarter of the current financial year which were subjected to limited review by
us as required under the Listing Regulations.

Report on Other Legal and Regulatory Requirements

1) 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,
Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in
agreement with the relevant books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified
under Section 133 of the Act.

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

f) With respect to the adequacy of the internal financial controls over financial reporting of the
Company and the operating effectiveness of such controls, refer to our separate Report in
“Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating
effectiveness of the Company''s internal financial controls over financial reporting.

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

In our opinion and to the best of our information and according to the explanations given to us, the
remuneration paid by the Company to its directors during the year is in accordance with the provisions of
section 197 of the Act.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its
standalone 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 has been no delay in transferring amounts, required to be transferred, to the Investor
Education and Protection Fund by the Company and its subsidiary companies incorporated
in India.

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

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

(c) Based on 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. There is no final and interim dividend paid or declared by the Company during the year.

vi. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is
applicable from 1 April 2023.

Based on our examination which included test checks, the Company is not using accounting software for
maintaining its books of accounts, which has a feature of recording audit trail (edit log) facility.

According to the information and explanation given to us, the Company is in the process of
implementation and upgradation of its accounting package to include such a feature as required by the
amended Rule 3(1) of the Companies (Accounts) Rules, 2014.

2. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”) issued by the Central
Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters
specified in paragraphs 3 and 4 of the Order.

For DSRV AND COMPANY LLP
CHARTERED ACCOUNTANTS

Sd/-

(CA. MOHIT KUMAR)

Place: Panchkula Partner

Date: 30.05.2024 Membership No. 542901

FRN 006993N

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Mar 31, 2014

Report on the Financial Statements

We have audited the accompanying financial statements of Oswal Overseas Limited, which comprise the Balance Sheet as at March 31, 2014 , the State ment of Profit and Loss and Cash Flow State ment for the year then ended and a summary of significant accounting policies and other explanatory inform ation .

Management s Responsibility for the Financial State ments

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 (T he Act). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

Auditor s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Th ose 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 misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selecte d 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.

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 Statement of Profit and Loss, of the Loss for the year ended on that date; and

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

Report on other Legal and Regulatory requirements,

1. As required by the Companies (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 said 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 Act;

e) on the basis of written representations received from the directors 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 Act.

The Annexure referred to in paragraph 1 of our report of even date to the members of Oswal Overseas Limited, on the accounts of the Company for the year ended on 31st March, 2014.

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

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

(b) Fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification

(c) During the year, the Company has not disposed off any part of the plant and machinery affecting the going concern status of the Company.

2. (a) The inventories have been physically verified during the year by the management at reasonable intervals.

(b) 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 is maintaining proper records of inventory and no material discrepancies were noticed on physical verification. However, minor discrepancies noticed on verification between the physical stocks were properly adjusted in the consumption of stores.

3. (a) T he Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register main tained under Section 301 of The Act.

(b) T he Company has taken interest free unsecured loans from five parties covered in the register maintained under Section 301 of The Act. The balances outstanding as on 31.03.2014 and the maximum amount outstanding during the year of these loans were Rs.313.20 and Rs.789.45 lacs respectively.

(c) T he terms & conditions on which these loans were accepted are not prejudicial to the interest of the Company.

(d) No stipulation has been specified for the repayment of these loans.

4. T here is generally an adequate internal control procedure commensurate with the size of the Company and the nature of its business, for the purchase of inventories & fixed assets, for payment of expenses and for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) The particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section .

b) In our opinion the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of The Act and exceeding the value of rupees five lacs in respect of any party during the year have been made at terms which are reasonable at the relevant time.

6. In our opinion, the Company has accepted the Deposits covered as per the provisions of Sections 58A and 58AA or any other provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 in the form of unsecured loans which are within the exempted categories of the said section.

7. T he Company has an in house internal audit system commensurate with its size and the nature of its business.

8. We have reviewed the books of account maintained by the company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Act but not vouched and are of the opinion that the prescribed accounts and records have been made and maintained.

9. (a) The company has deposited, with some delay, undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable with appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs duty, Excise duty and Cess were in arrears, as at 31st March, 2014, for a period of more than six months from the date they became payable.

Name of Nature Total Paid under the Statute of Dues demand protest

U.P. sales Entry Tax 10.00 .41 tax

U.P. sales Entry Tax 60.04 - tax

U.P. sales Entry Tax 35.05 17.53 tax

U.P. sales Entry Tax 7.67 0 tax

U.P. sales Entry Tax 63.82 0 tax

U.P. sales Entry Tax 98.99 0 tax

U.P. sales Entry Tax 76.17 0 tax

U.P. sales Entry Tax 40.80 2.09 tax

U.P. sales Entry Tax 25.59 4.91 tax

U.P. sales Entry Tax 4.94 2.47 tax

U.P. sales Entry Tax 9.77 .98 tax

U.P. sales Entry Tax 9.84 .98 tax

Entry Tax 442.68 29.37

U.P. sales Entry Tax 66.13 2.22 tax

Balance Financial year to Forum where dispute is amount which relates pending

9.59 2000-01 Hon''ble High Court, Allahabad

60.04 2001-02 Hon’ble High Court, Allahabad

17.53 2002-03 Hon’ble Supreme Court

7.67 2003-04 Add. Commissioner II(A), Sales Tax, Bareilly

63.82 2004-05 Add. Commissioner II(A), Sales Tax, Bareilly

98.99 2005-06 Add. Commissioner II(A), Sales Tax, Bareilly

76.17 2006-07 Add. Commissioner II(A), Sales Tax, Bareilly

38.71 2007-08 Add. Commissioner II(A), Sales Tax, Bareilly

20.68 2008-09 Add. Commissioner II(A), Sales Tax, Bareilly

2.47 2008-09 Add. Commissioner I(A), Sales Tax, Bareilly

8.79 2009-10 Add. Commissioner II(A), Sales Tax, Bareilly

8.86 2010-11 Add. Commissioner II(A), Sales Tax, Bareilly 413.31

63.91 2005-06 to Various Appellate 2012-13 authorities

10. The accumulated losses of the Company as at the end of the financial year exceed 50% of its Net worth. Further, the Company incurred cash loss amounting to Rs. 651.91 Lacs during the financial year covered by our audit and Rs. 198.25 lacs in the immediately preceding year.

11. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to the bank.

12. T he Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi / mutual benefit fund/society.

14. T he Company is not trading in Shares, Mutual funds & other Investments.

15. T he Company has given guarantees to various banks for repayment of crop loans amounting to Rs. 265.41 lacs taken by farmers from banks. The terms and conditions thereof are not prima facie prejudicial to the interest of the Company.

16. During the year, the Company has not availed any new term loan from banks/ financial institutions .

17. On an overall examination of the balance sheet of the company, we report that no short term funds have been used for long term purposes by the company.

18. T he Company has not made any preferential allotment of shares during the year.

19. The Company has not issued any debentures during the period under audit.

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

21. No fraud on or by the Company has been noticed or reported during the year, nor have we been in for med of such case by the management.

For KANSAL SINGLA & ASSOCIATES Chartered Accountants

Place: Delhi Date: 28.05.2014 Sd/- S.K.ARORA-PARTNER MNO.070405; FRN: 003897N

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Mar 31, 2012

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

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) (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in Annexure referred to in paragraph 3 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 of those books.

c. The Balance Sheet, Profit & 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, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section 3C of section 211 of the Companies Act, 1956.

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

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

a. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2012,

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

c. in case of Cash Flow Statement of the Cash Flow for the year ended on that date.

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

(b) All the assets have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its Fixed Assets. No material discrepancies were noticed on such verification.

(c) During the year, the Company has not disposed off any substantial part of its fixed assets so as to affect its going concern status.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) 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 is maintaining proper records of inventory. As explained to us, no material discrepancies were noticed on physical verification. However minor discrepancies noticed on verification between the physical stocks were properly adjusted in the consumption of stores.

(iii) (a) According to the information and explanation given to us, the Company has not granted any loans, secured or unsecured, to companies, firms and other parties covered in the register covered in the register maintained under section 301 of the Companies Act 1956.

(b) The Company has taken unsecured loan from nine parties covered under Section 301 of the Companies Act, 1956, pursuant to the stipulation imposed by the banks and financial institutions. The maximum amount outstanding during the year is Rs. 906.40 lacs(P.Y.- 1408.65 lacs) and year-end balance is Rs.20.07 lacs (P.Y.- 768.40 lacs)

(c) In our opinion and according to information given to us, the terms and conditions of loans taken by the Company are not prima facie prejudicial to the interest of the Company.

(d) No repayment schedule has been specified on these loans.

(e) In view of Para, (c) above there is no overdue amount of loan taken from the party as listed u/s 301 of the Compares-Act 1956.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

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

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contract or arrangement entered in the register maintained under Section 301 of the Companies Act 1956, have been made at prices which are reasonable having regard to the prevailing market price at relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company had not accepted Unsecured Loans in contravention of the provisions of sections 58A of the Companies Act 1956.

(vii) In our opinion, the Company has an 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 prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act 1956 for the sugar division. We have broadly reviewed these accounts and records maintained by the Company and we are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however made a detailed examination of the records with a view of determining whether they are accurate or complete.

As explained to us no cost records under section 209 (1) (d) of the Companies Act 1956 have been specified for Furnace division and Power Division.

(ix) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it except some minor delays. According to the information and explanations given to us, no undisputed amounts payable in respect of Income tax, Wealth tax, sales tax, service tax, customs duty and excise duty and cess were in arrears, as at 31st March, 2012 for a period of more than six months from the date they became payable.

( b) According to the information and explanations given to us, there are dues of sales tax, excise duty and cess which have not been deposited due to dispute which is as per Annexure 1 to the report and there are no outstanding dues of income tax, service tax, customs duty and wealth tax which have not been deposited due to dispute.

(x) The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, as on the date of balance sheet there is no continuing default in repayment of dues to banks.

(xii) In our opinion and according to the information and explanations given to us, 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 Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments.

(xv) In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee against loan taken by others from banks or financial institutions.

(xvi) In our opinion and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained. /CNGMX

(xvii) According to the information and explanation given to us and on an overall examination of the balance sheet of the Company, we report that the no funds raised on short-term basis have been used for long-term investment.

(xviii) According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties covered in the register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us, during the period covered by our audit report, the Company has not issued any debentures.

(xx) According to the information and explanation given to us, during the period covered by our audit report, the Company has not raised any money by public issue.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

for KANSAL SINGLA & ASSOCIATES,

(Chartered Accountants)

CA.S.K.KANSAL

PLACE: NEW DELHI

DATE : 25.09.2012 M.No. 080632

FRN - 003897 N

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Mar 31, 2010

Not Available