Auditor Report of Shakti Press Ltd.

Mar 31, 2024

We have audited the accompanying standalone financial statements of SHAKTI PRESS
LIMITED ["the Company"], which comprise the Balance Sheet as at 31/03/2024, the Statement
of Profit and Loss, Statement of Cash Flows for the year then ended, and notes to the financial
statements, including a summary of the significant accounting policies and other explanatory
information.

In our opinion and to the best of our information and according to the explanations given to us,
except for the matters described in the Basis of Qualified Opinion, the aforesaid standalone
financial statements give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles generally accepted in
India, of the state of affairs of the Company as at March 31, 2024, and profit, and its cash flows
for the year ended on that date.

Basis for Qualified Opinion

We conducted our audit in accordance with the Standards on Auditing [SAs] specified under
section 143(10] of the Companies Act, 2013. Our responsibilities under those Standards are
further described in the Auditor’s Responsibilities for the Audit of the Financial Statements
section of our report We are independent of the Company in accordance with the Code of Ethics
issued by the Institute of Chartered Accountants of India together with the ethical requirements
that are relevant to our audit of the financial statements under the provisions of the Companies
Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code of Ethics. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our opinion. Basis of
Qualified Opinion are mentioned in the Emphasis of Matter paragraph.

Emphasis of Matter

- 1. Long outstanding Share Application Money of Rs. 53,13,000 is still not refunded as on

31/03/2024.

2. Banks Accounts & Cash;

a. Arvind Bank Cash Credit A/c;

• Cash deposited into the account is Rs. 32.94 Lacs during the year.

• Cash withdrawn from account is Rs. 112.28 Lacs during the year.

b. ICICI Bank A/c:

• Cash deposited into the account is Rs. 201.04 Lacs during the year.

• Cash withdrawn from account is Rs. 10.81 Lacs during the year.

c. Cash;

• Cash collected from Debtors is Rs. 124,02 Lacs.

d. No satisfactory explanation has been provided for the above.

3. Physical verification of stock could not be carried out and we had to rely on the stock
figures as given by the management.

4. There are various long outstanding balances both in debit and credit side under various
head such as Sundry Debtors, Creditors, Loans and Advances. They are lying here for

years without any ledger confirmation. They should be written off or rectified in
accordance with.,the generally accepted accounting policies.

5. The management''has not been recognizing deferred tax asset/liability, it seems they
have not been following the provisions of Ind AS 12.

6. Debtors (30 Parties] of Rs. 1,55,75,872 are more than 3 years old. The same being time
barred should have been written off.

7. Depreciation is calculated on aggregate basis as the company has not maintained the
component wise records of fixed assets. This is not in accordance with Ind AS 16
"Property Plant and Equipment".

8. Internal auditor for the F.Y. 2023-24 has not been appointed by the company as required
under section 138 of the Companies Act, 2013.

9. Managerial remuneration has not been paid or provided in accordance with the
requisite approvals mandated by the provisions of section 197 read with Schedule V to
the Companies Act

10. GST RCM have not been paid on some required payments. GST credit as per portal is
more than that is recorded in the books. It has not been reconciled by the Management

11. The company has not held its Annual General Meeting for last 4 years for financial years
2019-20 till 2023-24. Hence, the Financial Statements of the company have not received
the approval of the shareholders. In such situation, for carry forward of opening balance
we have relied on audited financial statements of last year.

12. Salary expense is not booked properly. PF, ESIC payments are done more than the
liability as per salary recorded. No satisfactory explanation is provided for the same.

13. Fair Value of Kedia Distilleries Ltd.''s shares is not known and not been valued by the
management As per the MCA Portal the company is under liquidation.

Responsibility of Management and Those Charged With Governance 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,

(changes in equity] 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. 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 implementation and maintenance of 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 statement that give a true and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the 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.

Those Board of Directors are also responsible for over seeing the company’s financial reporting
process.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over
financial reporting based on our audit. We conducted our audit in accordance with the Guidance

UCjk

Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note"] and
the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10]
of the Companies Act,'' 2013, to the extent applicable to an audit of internal financial controls,
both applicable to an audit of Internal Financial Controls and, both issued by the Institute of
Chartered Accountants of India. Those Standards and the Guidance Note require that we comply
with ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether adequate internal financial controls over financial reporting was established and
maintained and if such controls operated effectively in all material respects.

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

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

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 sub-section (11] of section 143 of the Companies Act,
2013, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of
the Order, to the extent applicable.

As required by Section 143(3] of the Act, we report that:

a] We have sought but not 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, Statement of Changes in Equity and
the Statement of Cash Flow dealt with by this Report are in agreement with the books of
account;

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

e] There was no instance of Director Disqualification under Section 164 (2] of the Act, as
on 31.03.2024.

f] This report includes report relating to internal financial controls as required u/s
143(3](i] pursuant to Notification No. GSR 583(E] dated 13.06.2017 issued by MCA.

g] With respect to the adequacy of the internal financial controls over financial reporting of
the Company and the operating effectiveness of such controls, such reporting is included
in Annexure A.

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

i. The Company has disclosed pending litigations in the annexure to this report

and financial statements. ¦<.

ii. The Company did not have any long-term contracts including derivative

contracts. _

components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls over Financial Reporting issues by the Institute of Chartered Accountants of India.

%

For D P Sarda & Co
Chartered Accountants

®CA Pavan Gahukar

Partner
MRN149588
FRN117227W

uare: za/ut>/zuz4

UDIN:24140097BKHIEX2599

---

Mar 31, 2023

Report on the Audit of the Standalone Financial Statements of Shakti Press Limited Opinion

^lhe ^^ccompanyinS standalone financial statements of SHAKTI press ! n ''r ^{t le Com}P^any"]- which comprise the Balance Sheet as at 31/03/2023, the Statement of Profit and Loss, Statement of Cash Flows for the year then ended, and notes to the financial

statements, including a summary of the significant accounting policies and other explanatory information. ³

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements do not give the information required by the Act in the manner so required and do not give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31. 2023, and profit, and its cash flows for the year ended on that date.

Basis for Adverse Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Basis of Adverse Opinion are mentioned in the Key Audit Matters paragraph.

Key Audit Matters

1. Long outstanding Share Application Money of Rs. 53,13,000 is still not refunded as on 31/03/2023.

2. Banks Accounts & Cash;

a. Arvind Bank Cash Credit A/c;

• Cash deposited into the account is Rs. 60.80 Lacs during the year.

• Cash withdrawn from account is Rs. 67.16 Lacs during the year.

b. ICICI Bank A/c:

• Cash deposited into the account is Rs. 102.52 Lacs during the year.

c. Cash;

• Cash collected from Debtors is Rs. 120.43 Lacs.

d. Following Bank statements are not provided: -

i. Arvind Sahakari Bank Ltd. A/c No. 21/265

ii. Bank of Maharashtra A/c No. 60010639980

iii. State Bank of India A/c No. 30087879417

e. No satisfactory explanation has been provided for the above.

3. Manufacturing, Production, Costing and inventory details are not provided. List ol items manufactured by the company during the FY also not provided. Physical verification of stock could not be carried out and we had to rely on the stock figures as given by the management.

4. Price list of the company was not provided. During our audit we found that sale of lower quantity to non-related party was at a lower price whereas sale of much higher quantity to related party was at a higher price, explanation was not provided by the company with respect to such pricing observations.

5. There are various long outstanding balances both in debit and credit side under various head such as Sundry Debtors, Creditors, Loans and Advances. They arc lying here lor years without any ledger confirmation. They should be written off or rectified in accordance with the generally accepted accounting policies.

6. Advances given to staff & workers are not adjusted against their salary. Such amount as on 31.03.2023 is Rs. 2,94,693.

7. The management has not been recognizing deferred tax asset/liability, it seems they have not been following the provisions of Ind AS 12.

8. Debtors (43 Parties) of Rs. 1,72,84,126/-are more than 3 years old. The same being ti ne barred should have been written off.

9. Depreciation is calculated on aggregate basis as the company has not maintained the component wise records of fixed assets. This is not in accordance with Ind AS 16 "Property Plant and equipment''''.

10. Internal auditor for the F.Y. 2022-23 has not been appointed by the company as required under section 138 of the Companies Act, 2013.

11. Professional Tax is outstanding for the whole year amounting to Rs. 1,16,150.

12. Managerial remuneration has not been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

13. GST RCM have not been paid on some required payments.

14. The company has not held its Annual General Meeting for 3 consecutive years for financial years 2019-20 till 2021-22. Hence, the Financial Statements of the company have not received the approval of the shareholders. In such situation, for carry forward of opening balance we have relied on audited financial statements of last yeai

Responsibility of management for the standalone financial statements

The Company’s Board of Directors is responsible for the matters staled 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 peifoimance, (changes in equity) 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. 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 ol appropriate implementation and maintenance of 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 statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company s ability to continue as a going concern, disclosing, as applicable, mattei s i ^{1111111 111}

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.

Those Board of Directors are also responsible for overseeing the company’s financial reporting process.

Auditor’s Responsibility

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, a id 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 coidd 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 invo ve collusion, forgery, intentional omissions, misrepresentations, or the override of inter lal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)0) of the Act, ^{we are a}*^so 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.

• 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 mi 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 fail

presentation.

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 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 oi any identified misstatements m the

financial statements.

We communicate with those charged with governance regarding, among other matters, tie 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.

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 sub-section (11) of section 142 of the Companies Act, 2013, we give in the Annexure B, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

c) The Balance Sheet, the Statement of Profit and boss, Statement of Changes in f.quity and the Statement of Cash Flow dealt with by this Report arc in agreement with the books of account;

d) In our opinion, the aforesaid 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 31st March, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2023 from being appointed as a director in terms ol Section 164 (2) of the Act.

f) This report includes report relating to internal financial controls as requited u/s 143(3)(i) pursuant to Notification No. GSR 583(F) dated 13.06.2017 issued by MCA.

g) With respect to the adequacy of the internal financial controls over financial rcpoi ting ol the Company and the operating effectiveness of such controls, such reporting is included

in Annexure A.

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

i. As per declaration received from the Directors, the Company has no pending litigations other than those disclosed in the annexure to this report.

ii. The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.

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

iv. (a) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, 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 pcrson(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or oti behalf of the company ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf ol the Ultimate Beneficiaries;

(b) The management has represented, that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been received by the company from any pcrson(s) or entily(ics), including fore gn entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on such 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. No dividend has been declared or paid during the year by the company.

For I) P Sarda & Co Chartered Accountants

CA Mukund 0 Sarda Partner

_nt .. MRN 149588

Place: Nagpur FRN 117227w

Date: 29/05/2023 y DIN: 23149588BGWHQM3D44

---

Jun 30, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Shakti Press Limited which comprise the Balance Sheet as at 30th June, 2013, statement of Profit and Loss Account and the Cash Flow Statement of the Company for the year ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements Management is responsible for preparation of these financial statement that gives a true and fair view of the financial position and financial performance of the Company in accordance with the Accounting Standard 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 statement that gives a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility to express an opinion these financial statements based on our audit. We have conducted our audit in accordance with the standard on Auditing issued by the Institute of Chartered Accountants of 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 involve performing procedure to obtain audit evidence about the amount and disclosure in the financial statements. The procedure selected depend on the Auditor''s judgments, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessment the auditor consider internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audid procedure that are appropriate in the circumstance. An audit also includes evaluation the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the managements as well as evaluation the overall presentation of the financial statement

1. We believe that our audit provides a reasonable basis for our opinion, and report that:

a) As told by management 3,44,00,000/- worth of debtors are more than five years old and considered unrecoverable , but no provision of bad debts has been passed in the books.

b) The details of quantitative inventory not being fully maintained, more particularly in terms of raw material consumption, work in progress and finished goods output, it is not possible for us to ascertain the exact valuation hence we are relying on the valuation of the inventory provided by the management.

c) The bank credit facilities availed from SBI have become NPA (Non performing Asset) as per RBI Guidelines (Prudential Norms) and consequently the said bank has stopped charging interest from 01.07.08. As a result the company has provided for interest on estimation basis w.e.f. 01.07.08 on its credit facilities with SBI.

d) The balance of SBI CC A/c appearing in the books of accounts of the company are not in accordance with the bank statements provided to us and are subject to reconciliation in process.

e) The TDS is payable by the Company amounting to Rs.16,05,050/- ever since 2008-09 but no proper explanation is received and no requisite effective steps taken by the management.

f) The management has passed the wrong entry in the year 2008-09 of Excise Receivable worth Rs. 41,47,368.61/- and Interest Receivable worth Rs.38,08,282.98/- in the year 2007-08 but they have not taken any corrective steps to rectify these entries till date.

g) The company has not amortised Brand over its useful life, it seems that they have not been following the provisions of AS-26.The quantum of such amortization should be Rs. 2,05,00,000/- as on 30.6.2013.

h) The Company has paid retention money deposit of worth Rs.2,11,090.70/- and earnest money deposit of worth Rs.2,93.472/- ever since 2009-10 and earlier years but the individual party wise break-up is not available with the management. Hence, the recovery is doubtful.

i) The management has not been recognizing deferred tax asset/liability it seems that provisions of AS-22 has not been followed.

j) Impairmentis not recognized to the extent that the recoverable amount of assets is less than its carrying amount and is charged to profit & loss a/c as prescribed in AS 28

Opinion

In our opinion and to the best of our information and according to the explanations given to us, they said financial statements together 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 subject to and to the extent as pointed in the Annexure to this report and Note 1(j) of Schedule 15 to Notes to Accounts and Para 2 above forming a part of Auditors Report, in conformity with the accounting principles generally accepted in India.

a) in the case of Balance Sheet, of the state of affairs of the Company as at 30th June, 2013.

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

Report on other legal and regulatory Requirement

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

2. As required by section 227 of Act, we report that:

a) We have obtained all the information and explanation 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 appear from our examination of those books

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

d) In our opinion , the Balance Sheet and Statement of Profit and Loss comply with the Accounting Standard referred to in section (3c) of section 211 of the Companies Act 1956;

e) On basis of written representation received from the Directors s on 30th June 2013 and taken on record by the Board of Directors, none of the Directors is disqualified as on 30th June 2013, from being appointed as Directors 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 rate at which the cess is to be paid under section 441 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.

(Referred to in Paragraph No.3 of the Auditor''s Report of even date)

(i) a) In our opinion and according to the information and explanation given to us. Company is maintaining proper record showing full particulars including quantitative details and situation of fixed Assets.

b) Fixed assets have been physically verified by the management at reasonable intervals any material discrepancies noticed have been properly dealt with.

c) In our opinion and according to the information and explanation given to us no substantial part of fixed assets has been disposed off during the year.

(ii) a) In our opinion and according to the information and explanation given to us physical verification of inventory has been conducted at reasonable intervals by the management

b) In our opinion and according to the information and explanation given to us procedure of physical verification followed by the management is reasonable and adequate in relation to size of the company and the nature of its business.

c) On inspection of the records maintained we are of the opinion that the records in respect of inventory (Raw Material), Work in Progress and Finished Goods are not maintained fully in accordance with the normally accepted practices. We are relying on value of closing stocks as certified and provided by the management.

(iii) (a) The Company had taken loan from other Companies covered in register maintained under section 301 of the Companies Act, 1956.Such register has not maintained by management. (b) The Company has not given loan to other Companies / firms or other parties listed in the register maintained under section 301 of the companies Act, 1956.

(c) In our opinion and according to the information and explanations given to us, internal control procedures are inadequate commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets, sale of goods, debtor, creditors and cash. Further there is no adequate theft / loss insurance cover for this high cash balance. Further still the balances of outstanding Debtors and Creditors are unconfirmed but only 3,44,00,000/- considered good by the management. During the course of our audit, except for our remarks on cash balance and Debtors and Creditors, high level of inventory as above, we have observed continuing failure to correct major weaknesses in the internal controls.

iv) (a) According to the information and explanations given to us, we are of the opinion that all 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, transactions exceeding the value of Rs 5 Lacs have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(v) In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by Reserve Bank of India and the provisions of Section 58 A and 58 AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under in respect of deposits. As per the information and explanations given to us no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal in this respect.

(vi) The Central Government has prescribed maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 for any products of the company. Accordingly the Company has appointed Cost Auditor, However no cost Audit Report has been received, till date of Audit.

(vii) (a) Except on few occasions the Company is generally irregular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 30.06.2013 for a period of more than six months from the date they became payable. Except for those items refered to Notes to Accounts in Schedule 15 Item No. 2(2). In respect of Sales tax, the company has not availed Sales Tax Exemption under 1993, Package scheme of Incentives of issued by the government of Maharashtra State vide its sanctioned letter COE No.440012/S/914/E-3/LM/1823 & 1824 dated 24/10/2008.

(c) According to the information and explanation given to us, there is no disputed amount payable in respect of statutory dues.

(viii) In our opinion and according to the information and explanations given to us, the company has defaulted in repayment of dues to a financial institution, bank and its account with SBI has classified as NPA.

(ix) We are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(x) 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 are not applicable to the company.

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

(xii) In our opinion, the company has not given any guarantees for loans taken by others from banks or financial institutions.

(xiii) Based on information and explanation given to us by the Management, in our opinion, the Term Loans have been applied for the purpose for which they were raised.

(xiv) According to the information and explanations 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. No long-term funds have been used to finance short-term assets except permanent working capital.

(xv) According to the information and explanations given to us, during the period covered by our audit report, the company had not issued any debentures.

(xvi) There was no public issue during the year, but increase in capital by way of Share Application money against private placement of equity shares to Lenders and Creditors.

(xvii) 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 L.B. HAJARE & CO.,

CHARTERED ACCOUNTANTS,

Place : Nagpur L.B. HAJARE

Date :29/08/2013 (PROPRIETOR)

M.No. 039940

---

Jun 30, 2012

1. We have audited the attached Balance Sheet of Shakti Press Limited for the year ended 30th June, 2012 and also 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion, and report that:

a) No Provision for bad debts is made since the debtors are considered good and recoverable by the management. As the details of the age of outstanding debtors was not available, we have reasons to believe that substantial portion of them are beyond 3 years and barred by limitation.

b) The details of quantitative inventory not being fully maintained, more particularly in terms of raw material consumption, work in progress and finished goods output, it is not possible for us to ascertain the exact valuation hence we are relying on the valuation of the inventory provided by the management.

c) The bank credit facilities availed from SBI have become NPA (Non performing Asset) as per RBI Guidelines (Prudential Norms) and consequently the said bank has stopped charging interest from 01.07.08. As a result the company has provided for interest on estimation basis w.e.f. 01.07.08 on its credit facilities with SBI. Thus a provision of ^1,05,00,000/- have been created as per prevailing bank rates, by the company for the period starting from 01/07/2011 To 30/06/2012.

d) The balance of SBI CC A/c appearing in the books of accounts of the company are not in accordance with the bank statements provided to us and are subject to reconciliation in process.

3. As required by the Companies (Auditors' Report) Order, 2003 as amended by Companies (Auditors Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matter specified in the paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in the paragraph 3 above, we report that:

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

b) The Balance Sheet and Profit and Loss Account and Cash Flow Statement referred to in this report are in agreement with the books of account;

c) In our opinion the Balance Sheet and Profit and Loss Account dealt with by this report are

in accordance with the accounting standards referred to in sub section (3C) of section 211 of the Companies Act, 1956 to the extent applicable to Small & Medium Sized Company as mentioned in the Companies (Accounting Standards) Rules, 2006.

d) On the basis of written representations received none of the directors is disqualified as on 30th June, 2012 from being appointed as a Director as referred to section 274(1) (g) of the Companies Act, 1956; and

e) In our opinion and to the best of our information and according to the explanations given to us, they said financial statements together 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 subject to and to the extent as pointed in the Annexure to this report and Note 1(j) of Schedule 15 to Notes to Accounts and Para 2 above forming a part of Auditors Report, in 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 30th June,

2012.

ii) in the case of Profit and Loss Account, of the loss of the Company for the year ended on that date.

iii) in case of the Cash Flow Statement of the Cash Flows for the year ended on that date.

ANNEXURE TO AUDITOR'S REPORT Re: SHAKTI PRESS LIMITED

(Referred to in Paragraph No.3 of the Auditor's Report of even date)

(i) a) In our opinion and according to the information and explanation given to us. Company is

maintaining proper record showing full particulars including quantitative details and situation of fixed Assets.

b) Fixed assets have been physically verified by the management at reasonable intervals any material discrepancies noticed have been properly dealt with.

c) In our opinion and according to the information and explanation given to us no substantial part of fixed assets has been disposed off during the year.

(ii) a) In our opinion and according to the information and explanation given to us physical verification of inventory has been conducted at reasonable intervals by the management

b) In our opinion and according to the information and explanation given to us procedure of physical verification followed by the management is reasonable and adequate in relation to size of the company and the nature of its business.

c) On inspection of the records maintained we are of the opinion that the records in respect of inventory (Raw Material), Work in Progress and Finished Goods are not maintained fully in accordance with the normally accepted practices. We are relying on value of closing stocks as certified and provided by the management.

(iii)

(a)The Company had taken loan from other Companies covered in register maintained under section 301 of the Companies Act, 1956.The maximum amount involved during the year is ? 2,80,32,297/- and the yearend balance of loan taken from such parties was ? 2,80,32,297/-.

(b)The Company has not given loan to other Companies / firms or other parties listed in the register maintained under section 301 of the companies Act, 1956.

(c) In our opinion and according to the information and explanations given to us, internal control procedures are inadequate commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets, sale of goods, debtor, creditors and cash. Further there is no adequate theft / loss insurance cover for this high cash balance. Further still the balances of outstanding Debtors and Creditors are unconfirmed but considered good by the management. During the course of our audit, except for our remarks on cash balance and Debtors and Creditors, high level of inventory as above, we have observed continuing failure to correct major weaknesses in the internal controls.

(iv)

(a) According to the information and explanations given to us, we are of the opinion that all 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, transactions exceeding the value of ? 5 Lacs have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(v) In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by Reserve Bank of India and the provisions of Section 58 A and 58 AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under in respect of deposits. As per the information and explanations given to us no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal in this respect.

(vi) The Central Government has not prescribed maintenance of cost records under section 209(1)

(d) of the Companies Act, 1956 for any products of the company. However, the company needs a cost audit system to analyze and control cost for analysis of production process and goods manufactured.

(vii)

(a)Except on few occasions the Company is generally irregular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 30.06.2012 for a period of more than six months from the date they became payable. Except for those items refered to Notes to Accounts in Schedule 15 Item No. 2(2). In respect of Sales tax, the company has not availed Sales Tax Exemption under 1993, Package scheme of Incentives of issued by the government of Maharashtra State vide its sanctioned letter COE No.440012/S/914/E-3/LM/1823 & 1824 dated 24/10/2008.

(c) According to the information and explanation given to us, there is no disputed amount payable in respect of statutory dues.

(viii) In our opinion and according to the information and explanations given to us, the company has defaulted in repayment of dues to a financial institution, bank and its account with SBI has classified as NPA.

(ix) We are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(x) 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 are not applicable to the company.

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

(xii) In our opinion, the company has not given any guarantees for loans taken by others from banks or financial institutions.

(xiii) Based on information and explanation given to us by the Management, in our opinion, the Term Loans have been applied for the purpose for which they were raised.

(xiv) According to the information and explanations 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. No long-term funds have been used to finance short- term assets except permanent working capital.

(xv) However Share Application Money Account pending allotment continues to remain carried forward since last several years. The Company has applied to the appropriate authorities for there approval for allotment which is yet to be received.

(xvi) According to the information and explanations given to us, during the period covered by our audit report, the company had not issued any debentures.

(xvii) There was no public issue during the year.

(xviii) 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 L. B. HAJARE & CO.

CHARTERED ACCOUNTANTS

L.B. HAJARE (PROPRIETOR)

Date: 15th October 2012

M.N.39940

Place: Nagpur

---

Jun 30, 2010

1. We have audited the attached Balance Sheet of Shakti Press Limited for the year ended 30th June, 2010 and also 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion, and report that:

a) No Provision for bad debts is made since the debtors are considered good and recoverable by the management. As the details of the age of outstanding debtors was not available, we have reasons to believe that substantial portion of them are beyond 3 years and barred by limitation.

b) The details of quantitative inventory not being fully maintained, more particularly in terms of raw material consumption, work in progress and finished goods output, it is not possible for us to ascertain the exact valuation hence we are relying on the valuation of the inventory provided by the management.

c) The bank credit facilities availed from SBI have become NPA (Non performing Asset) as per

RBI Guidelines (Prudential Norms) and consequently the said bank has stopped charging interest from 01.07.08. As a result the company has provided for interest on estimation basis w.e.f. 01.07.08 on its credit facilities with SBI. Thus a provision of Rs. 2,19,68,863/- have been created as per prevailing bank rates, by the company for the period starting from 01/04/2009 To 30/06/2010.

d) The balance of SBI CC A/c appearing in the books of accounts of the company are not in accordance with the bank statements provided to us and are subject to reconciliation in process.

3. As required by the Companies (Auditors Report) Order, 2003 as amended by Companies (Auditors Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matter specified in the paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in the paragraph 3 above, we report that:

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

b) The Balance Sheet and Profit and Loss Account and Cash Flow Statement referred to in this report are in agreement with the books of account;

c) In our opinion the Balance Sheet and Profit and Loss Account dealt with by this report are in accordance with the accounting standards referred to in sub section (3C) of section 211 of the Companies Act, 1956 to the extent applicable to Small & Medium Sized Company as mentioned in the Companies (Accounting Standards) Rules, 2006.

d) On the basis of written representations received none of the directors is disqualified as on 30th June, 2010 from being appointed as a Director as referred to section 274(1) (g) of the Companies Act, 1956; and

e) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together 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 subject to and to the extent as pointed in the Annexure to this report and Note 1(j) of Schedule 15 to Notes to Accounts and Para 2 above forming a part of Auditors Report, in 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 30th June, 2010.

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

iii) in case of the Cash Flow Statement of the Cash Flows for the year ended on that date.



ANNEXURE TO AUDITOR’S REPORT

Re: SHAKTI PRESS LIMITED

(Referred to in Paragraph No.3 of the Auditor’s Report of even date)

(i) a) In our opinion and according to the information and explanation given to us. Company is maintaining proper record showing full particulars including quantitative details and situation of fixed Assets.

b) Fixed assets have been physically verified by the management at reasonable intervals any material discrepancies noticed have been properly dealt with.

c) In our opinion and according to the information and explanation given to us no substantial part of fixed assets has been disposed off during the year.

(ii) a) In our opinion and according to the information and explanation given to us physical verification of inventory has been conducted at reasonable intervals by the management

b) In our opinion and according to the information and explanation given to us procedure of physical verification followed by the management is reasonable and adequate in relation to size of the company and the nature of its business.

c) On inspection of the records maintained we are of the opinion that the records in respect of inventory (Raw Material), Work in Progress and Finished Goods are not maintained fully in accordance with the normally accepted practices. We are relying on value of closing stocks as certified and provided by the management.

(iii) (a) The Company had taken loan from other Companies covered in register maintained under section 301 of the Companies Act, 1956.The maximum amount involved during the year is Rs.7,50,79,890/- and the year end balance of loan taken from such parties was Rs. 4,47,01,416/-.

(b) The Company has not given loan to other Companies / firms or other parties listed in the register maintained under section 301 of the companies Act, 1956.

(c) In our opinion and according to the information and explanations given to us, internal control procedures are inadequate commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets, sale of goods, debtor, creditors and cash. Further there is no adequate theft / loss insurance cover for this high cash balance. Further still the balances of outstanding Debtors and Creditors are unconfirmed but considered good by the management. During the course of our audit, except for our remarks on cash balance and Debtors and Creditors, high level of inventory as above, we have observed continuing failure to correct major weaknesses in the internal controls.

(iv) (a) According to the information and explanations given to us, we are of the opinion that all 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, transaction exceeding the value of Rs.5 Lacs have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(v) In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by Reserve Bank of India and the provisions of Section 58 A and 58 AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under in respect of deposits. As per the information and explanations given to us no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal in this respect.

(vi) In our opinion, the company had appointed internal Auditor who has issued Quarterly Report on dated 25th March 2010 and 29th June 2010 for the period from 01/04/2009 till 31/12/2009 and 01/01/2010 till 31/03/2010 respectively, and thereof most of the compliances for short coming as pointed by the internal Auditor are pending. As such, the company lacks an internal control system commensurate with the size and nature of its business.

(vii) The Central Government has not prescribed maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 for any products of the company.

(viii) (a) Except on few occasions the Company is generally irregular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees’ state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 30.06.2010 for a period of more than six months from the date they became payable. Except for those items refered to Notes to Accounts in Schedule 15 Item No. 2(2). In respect of Sales tax, the company has not availed Sales Tax Exemption under 1993, Package scheme of Incentives of issued by the government of Maharashtra State vide its sanctioned letter COE No.440012/S/914/E-3/LM/1823 & 1824 dated 24/10/2008.

(c) According to the information and explanation given to us, there is no disputed amount payable in respect of statutory dues.

(ix) In our opinion, The company has incurred cash losses during the financial year covered by our audit and while in the immediately preceding financial year there is no cash loss, and further subject to our observation in para no. 2 (a), the loss may increase. Thus the company has eroded more than fifty percent of its net worth.

(x) In our opinion and according to the information and explanations given to us, the company has defaulted in repayment of dues to a financial institution, bank and its account with SBI has classified as NPA.

(xi) We are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xii) 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 are not applicable to the company.

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

(xiv) In our opinion, the company has not given any guarantees for loans taken by others from banks or financial institutions.

(xv) Based on information and explanation given to us by the Management, in our opinion, the Term Loans have been applied for the purpose for which they were raised.

(xvi) According to the information and explanations 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. No long-term funds have been used to finance short-term assets except permanent working capital.

(xvii) However Share Application Money Account pending allotment continues to remain carried forward since last several years. The Company has applied to the appropriate authorities for there approval for allotment which is yet to be received.

(xviii) According to the information and explanations given to us, during the period covered by our audit report, the company had not issued any debentures.

(xix) There was no public issue during the year.

(xx) 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 L.B. HAJARE &

CO., CHARTERED ACCOUNTANTS,

Place: Nagpur L.B. HAJARE

Date: 30.09.2010 (PROPRIETOR)

M.No. 39940