Auditor Report of Sujana Universal Industries Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of SUJANA UNIVERSAL INDUSTRIES LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year ended on 31st March, 2015, and a summary of the significant accounting policies and other explanatory information, in which are incorporated the audited returns of the branches for the year ended on that date located at Chennai and Mumbai.

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

Auditor's Responsibility

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

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, 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 31st March, 2015, and its loss and its cash flows for the year ended on that date.

Emphasis of Matters

We draw attention to the following matters in the Notes to the financial statements:

a) Note 2.14 and 2.16 forming part of the financial statements regarding the Trade Receivables to the extent of Rs. 22,990.19 and 3,097.90 lakhs of advances are long overdue and the company considers them as good and recoverable and estimates that provision for doubtful debts is not necessary.

b) Note 2.36 to the financial statements which describes the uncertainty related to the outcome of the lawsuit filed against the Company by the Mauritius Commercial Bank which has financed to one of its subsidiary - Hestia Holdings Ltd for which SUIL has given a Corporate Guarantee.

c) Note 2.36 to the financial statements which describes the uncertainty related to the outcome of the Bank Debt recalled by the Standard Bank and Afrasia Bank which has financed to one of its Sub-subsidiary - Selene Holdings Ltd for which SUIL has given a Corporate Guarantee.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

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 and proper returns adequate for the purposes of our audit have been received from the branches not visited by us.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from the branches not visited by us.

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

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

(f) 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 does not have any pending litigations which would impact its financial position.

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

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

Annexure to the Auditors' Report

The Annexure referred to in our report to the members of Sujana Universal Industries Limited for the year ended 31-03-2015. We report that:

S Particulars No.

(i) (a) Whether the company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) Whether these fixed assets have been physically verified by the management at reasonable intervals; whether any material discrepancies were noticed on such verification and if so, whether the same have been properly dealt with in the books of account;

(ii) (a) Whether physical verification of inventory has been conducted at reasonable intervals by the management;

(b) Are the procedures of physical verification of inventory followed by the management reasonable and adequate in relation to the size of the company and the nature of its business. If not, the inadequacies in such procedures should be reported;

(c) Whether the company is maintaining proper records of inventory and whether any material discrepancies were noticed on physical verification and if so, whether the same have been properly dealt with in the books of account;

(iii) Whether the company has granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act. If so,

(a) whether receipt of the principal amount and interest are also regular; and

(b) if overdue amount is more than rupees one lakh, whether reasonable steps have been taken by the company for recovery of the principal and interest;

(iv) Is there an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. Whether there is a continuing failure to correct major weaknesses in internal control system.



(v) In case the company has accepted deposits, whether the directives issued by the Reserve Bank of India and the

provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under, where applicable, have been complied with? If not, the nature of contraventions should be stated; If an 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, whether the same has been complied with or not?

(vi) Where maintenance of cost records has been specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, whether such accounts and records have been made and maintained;

(vii) (a) Is the company regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities and if not, the extent of the arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable, shall be indicated by the auditor.

(b) In case dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute, then the amounts involved and the forum where dispute is pending shall be mentioned. (A mere representation to the concerned Department shall not constitute a dispute).

(c) Whether the amount required to be transferred to in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under has been transferred to such fund within time.

(viii) Whether in case of a company which has been registered for a period not less than five years, its accumulated losses at the end of the financial year are not less than fifty per cent of its net worth and whether it has incurred cash losses in such financial year and in the immediately preceding financial year;

(ix) Whether the company has defaulted in repayment of dues to a financial institution or bank or debenture holders? If yes, the period and amount of default to be reported;

(x) Whether the company has given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company;

(xi) Whether term loans were applied for the purpose for which the loans were obtained;

(xii) Whether any fraud on or by the company has been noticed or reported during the year; If yes, the nature and the amount involved is to be indicated.

S Auditors Remark No.

(i) The Company is maintaining proper

records showing full particulars, including quantitative details and situation of fixed assets.

Yes, the fixed assets have been physically verified by the management at reasonable intervals. There was no material discrepancies noticed during such physical verification as per the management

(ii) Yes, the physical verification of inventories has been conducted by the management at reasonable intervals

Yes, the procedure of physical verification followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

Yes, the Company is maintaining proper records of inventory and that no material discrepancy was noticed on physical verification.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to the Companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013.

Not Applicable

Not Applicable

(iv) Yes, the Company has adequate internal control system commensurate with the size of the company and nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. We have not observed any continuing failure or weaknesses in the internal control system.

(v) The Company has not accepted any deposits during the reporting period.

(vi) The Company maintains the cost records pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 148 (1) of the Companies Act, 2013

(vii) Yes, the Company is regular in depositing the undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues as on the last day of the financial year for a period of more than six months from the date it became payable except the dividend distribution tax of Rs. 3.95 lakhs for each financial year 2011-12, 2012-13 and 2013-14 and income tax for the financial year 2010-11 of Rs. 78.97 lakhs.

Yes, the disputed statutory dues that have not been deposited on account of matters pending before appropriate authorities are as follows:

Natureof financial Rs. In Dues Year Lakhs Pending Before

Income tax 2005-06 542.35 ITAT

200940 596 29 itat

2010-11 1509.81 CIT-Appeals

TNGST Act, 2000-01 338.40 Special Committee, 1959 Sales Tax, Tamilanadu

2001- 02 & 1697,05 Hon'ble High Court of Tamilanadu 2002- 03

Customs & 1995-96 263.74 CESTAT, Chennai

Central Excise 2000-01 316.61 CESTAT, Bangalore and Chennai

2007- 08 & 104.24 CESTAT, Bangalore

2008- 09

2008-09 37,15 Add. Commissioner of CUS & CE, Hyderabad.

(c) No amount required for transferring to investor education and protection fund.

(viii) The Company does not have accumulated losses at the end of the financial year. The company has not incurred cash losses in the current financial year and so also in the financial year immediately preceding such financial year.

(ix) The Company has not paid installments of Rs. 715.20 Lakhs to IDBI Bank Ltd as at the balance sheet date.

(x) The Company has given corporate guarantees to Banks for the loans extended to its subsidiary Companies during the reporting period a) Hestia Holdings Ltd and b) Selene Holdings Ltd, where in the case of default in the former the bank has moved legally against the Holding Company and in the case of later Sub-subsidiary the Bank has recalled the loan.

(xi) The Company has applied the Term Loans for the purpose for which the loans were obtained.

(xii) No

For T Raghavendra & Associates Chartered Accountants FRN: 003329S

T. Raghavendra Proprietor (Membership No.023806)

Place: Hyderabad Date: 27.05.2015

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to froud or error.

Auditors'' Responsibility

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

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

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

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

iii) 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 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 sub-section (3C) of Section 211 of the Companies Act, 1956; read with the General Circular 15/2013 dated september 2013 of the Ministry of Corporated Affairs in respect of Section 133 of the Companies Act, 2013 and

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

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

Annexure referred to in our report of even date on the accounts for the year ended 31st March 2014

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

b. The assets are physically verified, in phases, by the Management during the year as per the regular programme of verification, which in our opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies have been noticed on such verification. In respect of certain class of assets, verification of which is in progress, discrepancies if any noticed, will be dealt with appropriately later.

c. The assets disposed off during the period are not substantial and therefore do not affect the going concern status of the company.

2. a. The stock of raw materials, stores, spare parts and finished goods other than in transit have

been physically verified during the year by the Management. In our opinion the frequency of verification is reasonable.

b. In our opinion and according to the information and explanations given to us the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. In our opinion the company has maintained proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of account.

3. a. According to the information and explanations given to us, the company has not taken any loans

from the companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

b. According to the information and explanations given to us, the Company has not granted any loans to the Companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

c. The Company has not given any loans or advances in the nature of loans.

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

5. a. Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the contracts or arrangements that need to be entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956 have been properly entered in the said register.

b. In our opinion and according to the information and explanations given to us, the transactions entered in the register maintained under Section 301 and exceeding during the period by Rupees five lakhs in respect of each party have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted any deposits from the public within the meaning of Sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 framed there under.

7. The company has an internal audit system, which in our opinion, is commensurate with its size and nature of its business.

8. We have broadly reviewed the books of account maintained by the Company persuant to the Rules 209(1)(d) of the Companies Act, 1956 for maintainance of Cost Records and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained.

9. a. According to the information and explanations given to us and on perusal of the records of the company made available to us, the Company is generally regular in depositing with appropriated authorities the undisputed statutarty dues including provident fund, employees'' state insurance, customs duty , excise duty, and other material statutaory dues as applicable with the asppropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2014 for a period of more than six months from the date of becoming payable except FBT dues of Rs.9.47 lakhs, Rs. 10.22 lakhs for the years 2008-09, 2007-08 respectively and Dividend Distribution Tax of Rs 3.95 lakhs each for the Financial years 2011-12 and 2012-13, respectively, and Income Tax for the year 2010-11 amounting to Rs. 78.97 lakhs.

b. According to the information and explanations given to us and the records of the company examined by us, the disputed statutory dues that have not been deposited on account of matters pending before appropriate authorities are as follows:

Amount Period to Name of the Statute Rs. in which the Lakhs amount due

TNGST Act, 1959 338.40 2000-01

1,182.28 2001-02 514.77 2002-03

2,344.55 2004-05

4,629.36 2005-06

2,006.86 2006-07

TNVAT Act, 2006 393.79 2008-09

1,109.53 2009-10

2,847.91 2010-11

18,616.51 2011-12

21,877.04 2012-13

14,203.41 2013-14

Income Tax Act, 1961 542.35 2005-06

297.10 2008-09

1,136.31 2009-10 1,509.81 2010-11

Workman Compensation 1.77

Customs & Central 316.61 2000-01

Excise 263.74 1995-96

104.24 2007-08 & 2008-09

37.15 2008-09

Name of the Statute Forum where dispute is pending

TNGST Act, 1959 Special Committee, Sales Tax, Tamilnadu

Hon''ble High Court of Tamilnadu Hon''ble High Court of Tamilnadu

Hon''ble High Court of Tamilnadu

Hon''ble High Court of Tamilnadu

Hon''ble High Court of Tamilnadu

TNVAT Act, 2006 Hon''ble High Court of Tamilnadu

Hon''ble High Court of Tamilnadu

Hon''ble High Court of Tamilnadu

Hon''ble High Court of Tamilnadu

Hon''ble High Court of Tamilnadu

Got set aside the order 15.04.2014 and fresh notice is to be issued on the same issue

Income Tax Act, 1961 The matter is pending with ITAT

Workman Compensation The Tribunal remanded back the matter to the Assessing officer for fresh assessment. The matter is pending with ITAT

The matter is pending with CIT Appeals

Interim Stay Granted by Hon''ble High Court as against the Orders passed by the Hon''ble Labour Commissioner.

Customs & Central CESTAT Bangalore and Chennai Excise Commissioner (Appeals), Chennai & CESTAT CESTAT, Bangalore

Add. Commissioner CUS & CE, Hyderabad-I

10. The Company does not have accumulated losses as at 31st March 2014 and it has not incurred any cash losses in the financial year ended on that or in the immediately preceding financial year.

11. According to the information and explanations given to us and the records of the company examined by us, the company has defaulted in repayment of dues to Financial Institution with respect to the Term Loans and the interest overdue and LC''s devolved were converted into FITL (Rs. 1089.98 lakhs) and WCTL (Rs. 1763.30 lakhs) inclusive of current year figure respectively by the Term Lending Institution with orginal loan (Rs.3605.02 Lakhs) being rescheduled. The company has defaulted in the payment of LC acceptances with Bank of India, Central Bank of India and UCO Bank to the tune of Rs. 944.99 laksh, Rs 4719.37 lakhs and Rs. 5837.45 lakhs respectively.

12. According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund/mutual benefit fund / societies are not applicable to the Company.

14. As the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4(xiv) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company for the year.

15. In our opinion and according to the information and explanation given to us, the terms and conditions on which the company has given guarantee for loan taken by other company from bank are not prejudicial to the interest of the Company.

16. The Company has not raised any new term loans during the year. The term loans outstanding at the beginning of the year have been applied for the purposes for which they were raised.

17. According to the information and explanations given to us and an overall examination of the balance sheet of the Company, we report that no funds raised on a short-term basis which have been used for long-term investment, and vice versa.

18. The Company has not issued any debentures during the year and therefore paragraph 4(xix) of the Order is not applicable.

19. In our opinion, and according to the information and explanations given to us and as far as we could ascertain no personal expenses have been charged to the revenue account.

20. In our opinion, and according to the information and explanations given to us, the Company is not covered within the definition of Sick Industrial Company as contained in Section 3(I) (O) of the Sick Industrial Companies (Special Provisions) Act, 1985.

21. According to the information and explanations given to us there were no damaged goods in the case of goods purchased for re-sale;

22. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For T Raghavendra & Associates Chartered Accountants FRN: 003329S

T Raghavendra Mem. No. 023806

Place: Hyderabad Date: 30th May 2014

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Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

The audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we 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. The 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:

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

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

iii) 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 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 sub- section (3C) of section 211 of the Companies Act, 1956;

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

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

Annexure referred to in our report of even date on the accounts for the year ended 31st March 2013

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

b. The assets are physically verified, in phases, by the Management during the year as per the regular programme of verification, which in our opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies have been noticed on such verification. In respect of certain class of assets, verification of which is in progress, discrepancies if any noticed, will be dealt with appropriately later.

c. The assets disposed off during the period are not substantial and therefore do not affect the going concern status of the company.

2. a. The stock of raw materials, stores, spare parts and finished goods other than in transit have been physically verified during the year by the Management. In our opinion the frequency of verification is reasonable.

b. In our opinion and according to the information and explanations given to us the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. In our opinion the company has maintained proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of account.

3. a. According to the information and explanations given to us, the company has not taken any loans from the companies, firms or other parties listed in the register maintained under Section 301 of the companies Act, 1956.

b. According to the information and explanations given to us, the Company has not granted any loans to the Companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

c. The Company has not given any loans or advances in the nature of loans.

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

5. a. Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the contracts or arrangements that need to be entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956 have been properly entered in the said register.

b. In our opinion and according to the information and explanations given to us, the transactions entered in the register maintained under Section 301 and exceeding during the period by Rupees five lakhs in respect of each party have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted any deposits from the public within the meaning of Sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 framed there under.

7. The company has an internal audit system, which in our opinion, is commensurate with its size and nature of its business.

8. The company has appointed a Cost Auditor to review of the books of account maintained by the Company persuant to the Rules 209(1)(d) of the Companies Act, 1956 for maintainance of Cost Records and we have taken cognigence of the Cost Auditor''s Report.

9. a. According to the information and explanations given to us and the records of the company examined by us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, customs duty, excise duty, and other material statutory dues as applicable with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2013 for a period of more than six months from the date of becoming payable except FBT dues of Rs.9.47 lakhs, Rs.10.22 lakhs and Rs.9.65 lakhs for the years ended 2008-09, 2007-08 and 2006-07 respectively and Dividend Distribution Tax of Rs.3.95 lakhs for the financial year 2011-12 and Income Tax for the year 2010-11 amounting to Rs.78.97 lakhs.

b. According to the information and explanations given to us and the records of the company examined by us, the disputed statutory dues that have not been deposited on account of matters pending before appropriate authorities are as follows:

Rs. in lakhs

Sales Tax 2,429.93 2007-08 High Court disposed off favourable and remanded the matter to the Assessing Authorities for fresh assessment.

Income Tax 542.35 For F.Y.2005-06 and the matter is pending with CIT Appeals

247.10 For F.Y. 2008-09 and the matter is pending with CIT Appeals

1,236.30 For F.Y.2009-10 and the matter is pending with CIT Appeals

Customs & Central Excise 769.50 Company has preferred an appeal in the CESTAT

Workman Compensation 1.77 Interim Stay Granted by Hon''ble High Court - as against the Orders passed by the Hon''ble Labour Commissioner.

10. The Company does not have accumulated losses as at 31st March 2013 and it has not incurred any cash losses in the financial year ended on that or in the immediately preceding financial year.

11. According to the information and explanations given to us and the records of the company examined by us, the company has defaulted in repayment of dues to Financial Institution with respect to the Term Loans and the interest overdue and LC''s devolved were converted into FITL (Rs. 650.45 lakhs) and WCTL (Rs. 1763.30 lakhs) respectively by the Term Lending Institution with original loan (Rs. 3605.02 lakhs) being rescheduled. The Company has also defaulted in the payment of LC acceptances with Central Bank of India to the tune of Rs. 8939.38 lakhs.

12. According to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund/mutual benefit fund / societies are not applicable to the company.

14. As the company is not dealing or trading in shares, securities, debentures and other investments, paragraph (xiv) of the Companies (Auditors Report) Order, 2003 is not applicable to the company for the year.

15. In our opinion and according to the information and explanation given to us, the terms and conditions on which the company has given guarantee for loan taken by other company from bank are not prejudicial to the interest of the company.

16. The company has not raised any new term loans during the year. The term loans outstanding at the beginning of the year have been applied for the purposes for which they were raised.

17. According to the information and explanations given to us and an overall examination of the balance sheet of the company, we report that no funds raised on a short-term basis which have been used for long-term investment, and vice versa.

18. The Company has not issued any debentures during the year and therefore paragraph 4(xix) of the Order is not applicable.

19. In our opinion, and according to the information and explanations given to us and as far as we could ascertain no personal expenses have been charged to the revenue account.

20. In our opinion, and according to the information and explanations given to us, the Company is not covered within the definition of Sick Industrial Company as contained in Section 3(I) (O) of the Sick Industrial Companies (Special Provisions) Act, 1985.

21. According to the information and explanations given to us there were no damaged goods in the case of goods purchased for re-sale;

22. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management.

For T Raghavendra & Associates

Chartered Accountants

FRN: 003329S

T Raghavendra

Mem. No.023806

Place: Hyderabad

Date: 28th May 2013

---

Mar 31, 2012

We have audited the attached Balance Sheet of M/s. SUJANA UNIVERSAL INDUSTRIES LIMITED as at 31st March, 2012, the Statement of Profit and Loss for the year ended on that date 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.

1. We conducted our audit in accordance with auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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.

2. As required by the Companies (Auditor's Report) Order, 2003 and emended by the Companies (Auditor's Report) (Amendment) Order, 2004 issued by the Central Government 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.

3. Further to our comments in the Annexure referred to above and the notes on accounts, 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 it appears from our examination of those books;

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

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

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

f. In our opinion and to the best of our information and according to the explanation given to us, the said accounts, read 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 in conformity with the accounting principles generally accepted in India:

i. In so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012.

ii. In so far as it relates to the Statement of Profit and Loss, of the Profit of the Company for the year ended 31st March, 2012 and

iii. In so far as it relates to Cash Flow statement, of the Cash Flows for the year ended on that date.

Annexure referred to in our report of even date on the accounts for the year ended 31st March, 2012

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

b. The assets are physically verified, in phases, by the Management during the year as per the regular programme of verification, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies have been noticed on such verification. In respect of certain class of assets, verification of which is in progress, discrepancies if any noticed, will be dealt with appropriately later.

c. The assets disposed off during the year are not substantial and therefore do not affect the going concern status of the Company.

2. a. The stock of raw materials, stores, spare parts and finished goods other than in transit have been physically verified during the year by the Management. In our opinion the frequency of verification is reasonable.

b. In our opinion and according to the information and explanations given to us the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion the Company has maintained proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of account.

3. a. According to the information and explanations given to us, the Company has not taken any loans from the companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

b. According to the information and explanations given to us, the Company has not granted any loans to the companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

c. The Company has not given any loans or advances in the nature of loans.

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

5. a. Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the contracts or arrangements that need to the be entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956 have been properly entered in the said register.

b. In our opinion and according to the information and explanations given to us, the transactions entered in the register maintained under Section 301 and exceeding during the period by Rupees five lakhs in respect of each party have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public within the meaning of Sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 framed there under.

7. The Company has an internal audit system, which in our opinion, is commensurate with its size and nature of its business.

8. We have broadly reviewed the books of account maintained by the Company pursuant to the Rules 209(1)(d) of Companies Act, 1956 for maintenance of cost records and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained.

9. a. According to the information and explanations give to us and the records of the Company examined by us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees' state insurance, Customs Duty, Excise Duty, and other material statutory dues as applicable with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2012 for a period of more than six months from the date of becoming payable except FBT dues of Rs. 9.47 lakhs, Rs. 10.22 lakhs and Rs. 9.64 lakhs for the years ended 2008-09, 2007-08 and 2006-07 respectively.

b. According to the information and explanations give to us and the records of the Company examined by us, the disputed statutory dues that have not been deposited on account of matters pending before appropriate authorities are as follows :

Rs. in lakhs

Sales Tax 929.01 2003-04 Pending for disposal before the Appellate Deputy Commissioner.

944.94 2005-06 High Court Disposed off favourable and remanded the matter to the Assessing Authorities for fresh assessment.

1,660.28 2006-07 High Court Disposed off favourable and remanded the matter to the Assessing Authorities for fresh assessment.

2,429.92 2007-08 High Court Disposed off favourable and remanded the matter to the Assessing Authorities for fresh assessment.

Total 5,964.15

Income Tax 756.29 For F.Y. 2008-09 and the matter is pending with CIT Appeals.

Customs & 839.02 Company has preferred an appeal in the Central CESTAT. Excise

Workman 1.77 Interim stay granted by Hon'ble High Court Compensation as against the orders passed by the Hon'ble Labour Commissioner.

10. The Company does not have accumulated losses as at 31st March 2012 and it has not incurred any cash losses in the financial year ended on that or in the immediately preceding financial year.

11. According to the information and explanations given to us and the records of the Company examined by us, the Company has not defaulted in repayment of dues to financial institution and banks as per the One Time Settlement proposal with the financial institutions and/or banks.

12. According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund/mutual benefit fund/societies are not applicable to the Company.

14. As the Company is not dealing or trading in shares, securities, debentures and other investments paragraph (xiv) of the Companies (Auditors Report) Order. 2003 is not applicable to the Company for the year.

15. In our opinion and according to the information and explanation given to us, the terms and conditions on which the Company has given guarantee for loan taken by other Company from bank are not prejudicial to the interest of the Company.

16. The Company has not raised any new term loans during the year. The term loans outstanding at the beginning of the year have been applied for the purposes for which they were raised.

17. According to the information and explanations give to us and an overall examination of the balance sheet of the Company, we report that no funds raised on a short-term basis which have been used for long-term investment, and vice versa.

18. The Company has not issued any debentures during the year and therefore paragraph 4(xix) of the order is not applicable.

19. In our opinion, and according to the information and explanations given to us and as far as we could ascertain no personal expenses have been charged to the revenue account.

20. In our opinion, and according to the information and explanations given to us, the Company is not covered within the definition of Sick Industrial Company as contained in Section 3(I) (O) of the Sick Industrial Companies (Special Provisions) Act, 1985.

21. According to the information and explanations given to us there were no damaged goods in the case of goods purchased for re-sale.

22. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For T. Raghavendra & Associates CHARTERED ACCOUNTANTS

T. RAGHAVENDRA Mem. No. 023806 FRN : 003329S

Place: Hyderabad Dated: 28.05.2012

---

Mar 31, 2011

We have audited the attached Balance Sheet of M/s. SUJANA UNIVERSAL INDUSTRIES LIMITED as at 31st March, 2011, the Profit and Loss Account for the period 01-10-2009 to 31-03-2011 annexed thereto and the Cash Flow Statement of the Company for the period 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.

1. We conducted our audit in accordance with auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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.

2. As required by the Companies (Auditor's Report) Order, 2003 and emended by the Companies (Auditor's Report) (Amendment) Order, 2004 issued by the Central Government 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.

3. Further to our comments in the Annexure referred to above and the notes on accounts 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 it appears from our examination of those books;

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

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

e. On the basis of written representations received from the directors of the Company, as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the directors are disqualified from being appointed as a director of the Company in terms clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956 on the said date;

f. In our opinion and to the best of our information and according to the explanation given to us, the said accounts, read together with the notes thereon give the informaiton required by the Companies Act, 1956, in the manner so required and give a true and fair view in confirmity with the accounting priciples generally accepted in India.

i. In so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011.

ii. In so far as it relates to the Profit and Loss Account, of the Profit of the Company for the period ended 31st March, 2011 and

iii. In so far as it relates to Cash Flow statement, of the Cash flows for the period ended on that date.

Annexure referred to in our report of even date on the accounts for the period ended 31st March, 2011

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

b. The assets are physically verified, in phases, by the Management during the year as per the regular programme of verification, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies have been noticed on such verification. In respect of certain class of assets, verification of which is in progress, discrepancies if any noticed, will be dealt with approximately later.

c. The assets disposed off during the period are not substantial and therefore do not affect the going concern status of the Company.

2. a. The stock of raw materials, stores, spare parts and finished goods other than in transit have been physically verified during the year by the Management. In our opinion the frequency of verification is reasonable.

b. In our opinion and according to the information and explanations given to us the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion the Company has maintained proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of account.

3. a. According to the information and explanations given to us, the Company has not taken any loans from the companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

b. According to the information and explanations given to us, the Company has not granted any loans to the companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

c. The Company has not given any loans or advances in the nature of loans.

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

5. a. Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the contracts or arrangements that need to the be entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956 have been properly entered in the said register.

b. In our opinion and according to the information and explanations given to us, the transactions entered in the register maintained under Section 301 and exceeding during the period by Rupees five lakhs in respect of each party have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public within the meaning of Sections 58A. 58AA or any other relevant provisions of the Companies Act. 1956 and the Companies (Acceptance of Deposits) Rules, 1975 framed there under.

7. The Company has an internal audit system, which in our opinion is commensurate with its size and nature of its business.

8. We have broadly reviewed the books of account maintained by the Company pursuant to the Rules 209(1)(d) of Companies Act. 1956 for maintenance of cost records and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained.

9. a. According to the information and explanations give to us and the records of the Company examined by us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees' state insurance, Customs Duty, Excise Duty, and other material statutory dues as applicable with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2011 for a period of more than six months from the date of becoming payable.

b. According to the information and explanations give to us and the records of the Company examined by us, the disputed statutory dues that have not been deposited on account of matters pending before appropriate authorities are as follows :

Rs. in lakhs

Sales Tax 929.01 2003-04 Pending for disposal before the Appellate Deputy Commissioner.

944.94 2005-06 High Court Disposed off favourable and remanded the matter to the Assessing Authorities for fresh assessment.

1,660.28 2006-07 High Court Disposed off favourable and remanded the matter to the Assessing Authorities for fresh assessment.

2,429.92 2007-08 High Court Disposed off favourable and remanded the matter to the Assessing Authorities for fresh assessment.

Total 5,864.15

Customs & 839.02 Company has preferred an appeal in the Central Excise CESTAT.

10. The Company does not have accumulated losses as at 31st March 2011 and it has not incurred any cash losses in the financial year ended on that or in the immediately preceding financial year.

11. According to the information and explanations given to us and the records of the Company examined by us, the Company has not defaulted in repayment of dues to financial institution and banks as per the One Time Settlement proposal with the financial institutions and / or banks.

12. According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund / mutual benefit fund / societies are not applicable to the Company.

14. As the Company is not dealing or trading in shares, securities, debentures and other investments paragraph (xiv) of the Companies (Auditors Report) Order. 2003 is not applicable to the Company for the year.

15. In my opinion and according to the information and explanation given to us, the terms and conditions on which the Company has given guarantee for loan taken by other Company from bank are not prejudicial to the interest of the Company.

16. The Company has not raised any new term loans during the year. The term loans outstanding at the beginning of the year have been applied for the purposes for which they were raised.

17. According to the information and explanations give to us and an overall examination of the balance sheet of the Company, we report that no funds raised on a short-term basis which have been used for long-term investment, and vice versa.

18. The Company has not issued any debentures during the year and therefore paragraph 4(xix) of the order is not applicable.

19. In our opinion, and according to the information and explanations given to us and as far as we could ascertain no personal expenses have been charged to the revenue account.

20. In our opinion, and according to the information and explanations given to us, the Company is not covered within the defnition of Sick Industrial Company as contained in Section 3(I) (O) of the Sick Industrial Companies (Special Provisions) Act. 1985.

21. According to the information and explanations given to us there were no damaged goods in the case of goods purchased for re-sale.

22. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For T. Raghavendra & Associates CHARTERED ACCOUNTANTS

T. RAGHAVENDRA Mem. No. 023806 FRN : 003329S

Place : Hyderabad Dated : 21.07.2011

---

Sep 30, 2009

We have audited the attached Balance Sheet of M/s. SUJANA UNIVERSAL INDUSTRIES LIMITED as at 30th September, 2009, the Profit and Loss Account for the year ended 30th September 2009 annexed thereto 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.

1. We conducted our audit in accordance with the auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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.

2. As required by the Companies (Auditors Report) Order, 2003 and emended by the Companies (Auditors Report) (Amendment) Order, 2004 issued by the Central Government 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.

3. Future to our comments in the Annexure referred to above we, report that:

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

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

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

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

e. On the basis of written representations received from the directors of the company, as on 30th September, 2009 and taken on record by the Board of Directors, we report that none of the directors are disqualified from being appointed as a director of the Company in terms of Section 274 of the Companies Act, 1956 on the said date;

f. In our opinion and to the best of our information and according to the explanation given to us, the said accounts, read together with the notes thereon give the informaiton required by the Companies Act, 1956, in the manner so required and give a true and fair view in confirmity with the accounting priciples generally accepted in India.

i. In so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 30th September, 2009. ii. In so far as it relates to the Profit and Loss Account of the Profit of the Company for the year ended 30th September 2009 and iii. In so far as it relates to Cash Flow statement, of the Cash flows for the year ended on that date.

1. a. The Company has maintained proper records showing full particulars including

quantitative details and situation of the fixed assets.

b. The assets are physically verified, in phases, by the Management during the year as per the regular programme of verification, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies have noticed on such verification. In respect of certain class of assets, verification of which is in progress, discrepancies if any noticed, will be dealt with approximately later.

c. The assets disposed off during the year are not substantial and therefore do not affect the going concern status of the Company.

2. a. The stock of raw materials, stores, spare parts and finished goods other than in

transit have been physically verified during the year by the Management, In our opinion the frequency of verification is reasonable.

b. In our opinion and according to the information and explanations given to us the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion the Company has maintained proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of account.

3. a. According to the information and explanations given to us, the Company has not

taken any loans from the companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act. 1956.

b. According to the information and explanations given to us, the Company has not granted any loans to the companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act. 1956.

c. The Company has not given any loans or advances in the nature of loans.

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

5. a. Based on the audit procedures applied by us and according to the information and

explanations provided by the management, we are of the opinion that the contracts or arrangements that need to the be entered in the register maintained in pursuance of Section 301 of the Companies Act. 1956 have been properly entered in the said register.

b. In our opinion and according to the information and explanations given to us, the transactions entered in the register maintained under Section 301 and exceeding during the financial year by Rupees five lakhs in respect of each party have been made at prices which are reasonable having record to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public within the meaning of Sections 58A. 58AA or any other relevant provisions of the Companies Act. 1956 and the Companies (Acceptance of Deposits) Rules, 1975 framed there under.

7. The Company has an internal audit system, which in our opinion is commensurate with its size and nature of its business.

8. We have broadly reviewed the books of account maintained by the Company pursuant to the Rules 209(l)(d) of Companies Act. 1956 for maintenance of cost records and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained.

9. a. According to the information and explanations give to us and the records of the

Company examined by us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, Customs Duty, Excise Duty and other material statutory dues as applicable with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid due were outstanding as at 30th September, 2009 for a period of more than six months from the date of becoming payable.

b. According to the information and explanations give to us and the records of the Company examined by us, the disputed statutory dues that have not been deposited on account of matters pending before appropriate authorities are as follows :

Rs. in lakhs

Sales Tax 2575.93 2002-03 Company has preferred on appeal in the High Court.

856.01 2003-04 Company has preferred on appeal in the High Court.

1446.51 2004-05 Company has preferred on appeal in the High Court.

944.94 2005-06 Company has preferred on appeal in the High Court.

Income Tax 163.81 Company has preferred and appeal in the appellate tribunal.

Customs & Central Excise 570.36 Company has preferred an appeal in the CESTAT.

10. The Company does not have accumulated losses as at 30th September 2009 and is has not incurred any cash losses in the financial year ended on that or in the immediately preceding financial year.

11. According to the information and explanations given to us and the records of the Company examined by us, the Company has not defaulted in repayment of dues to financial institution and banks as per the One Time Settlement proposal with the financial institutions and / or banks.

12. According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund / mutual benefit fund / societies are not applicable to the company.

14. As the Company is not dealing or trading in shares, securities, debentures and other investments paragraph (xiv) of the Companies (Auditors Report) Order. 2003 is not applicable to the company for the year.

15. In our opinion and according to the information and explanation given to us, the terms and conditions on which the Company has given guarantee for loan taken by other company from bank are not prejudicial to the interest of the company.

16. The Company has not raised any new term loans during the year. The term loans outstanding at the beginning of the year have been applied for the purposes for which they were raised.

17. According to the information and explanations give to us and an overall examination of the balance sheet of the Company, we report that no funds raised on a short-term basis which have been used for long-term investment, and vice versa.

18. The Company has not issued any debentures during the year and therefore paragraph 4(xix) of the order is not applicable.

19. In our opinion, and according to the information and explanations given to us and as far as we could ascertain no personal expenses have been charged to the revenue account.

20. In our opinion, and according to the information and explanations given to us, the Company is not covered within the definition of Sick Industrial Company as contained in Section 3(1) (O) of the Sick Industrial Companies (Special Provisions) Act. 1985.

21. According to the information and explanations given to us there were no damaged goods in the case of goods purchased for re-sale.

22. During the course of our examinations of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have been informed of such case by the management.

For T. Raghavendra & Associates CHARTERED ACCOUNTANTS

Place: Hyderabad T. RAGHAVENDRA

Dated: 29.12.2009