Auditor Report of Inditalia Refcon Ltd.

Mar 31, 2024

We have audited the accompanying Standalone Financial Statements of INDITALIA REFCON
LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2024 and the Statement of
Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the
Statement of Cash Flows for the year then ended and notes to the financial statements, including a summary of
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, the
aforesaid Financial Statements give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles generally accepted in India, of
the state of affairs of the Company as at March 31, 2024 and its profits (including other
comprehensive income), the changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Ind AS Financial Statements in accordance with the Standards on
Auditing 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.

Material Uncertainty Related to Going Concern

We draw attention to Note 17 (xiv) of the financial statements regarding the preparation of accounts on
“Going Concern Basis”. The company have accumulated losses which in result eroded the entire net
worth of the company and the labilities of the company has exceeded the assets of the company as at
Balance sheet date. There is no business activity in the company during the year which clearly
indicated the existence of material uncertainty that may cast significant doubt on the company’s ability
to continue as a going concern. However, the financial statements of the company have been prepared
on a going concern basis for the reasons stated in the said note.

Our opinion is not modified in respect of this matter. ffz?/ AUwi

Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements of the current period. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.

, )

Other Information

The other information comprises the information included in the Annual Report, but does not include
the standalone Ind AS financial statements and our auditors’ report thereon. The Company’s Board of
Directors is responsible for the other information.

Our opinion on the standalone Ind AS financial statements does not cover the other information and we
do not express any form of assurance conclusion thereon. In connection with our audit of the
standalone Ind AS financial statements, our responsibility is to read the other information and, in doing
so, consider whether such other information is materially inconsistent with the financial statements or
our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the
work we have performed, we conclude that there is a material misstatement of this other information;
we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Ind-As Financial
Statements

The Company’s Board of Directors are responsible for the matters stated in Section 134(5) of the
Companies Act, 2013 (“the Act”) with respect to the preparation of these Ind AS Financial Statements .
that give a true and fair view of the financial position, financial performance including other
comprehensive income, cash flows and changes in equity of the Company in accordance with the
accounting principles generally accepted in India including the Indian Accounting Standards (Ind AS)
specified under section 133 of the Act.

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

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

The Company’s Board of Directors is also responsible for overseeing the Company’s financial
reporting process.

Auditor’s Responsibilities for the Audit of the Ind-AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Ind-AS financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.

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

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

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

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

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

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

We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit. ^^=—==5^.

/V;! .

We also provide those charged with governance with a statement that we/h&ye compfieS^with

relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, related safeguards.

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

Report on Other Legal and Regulatory Requirements

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

2. As required by Section 143(3) of the Act, based on our audit we report that:

i. 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.

ii. 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.

iii. The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income),
Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in
agreement with the books of account.

iv. In our opinion, the aforesaid Ind AS Financial Statements comply with the Indian Accounting
Standards prescribed under section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014.

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

vi. With respect to the adequacy of the internal financial controls over financial reporting of the
Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure
B”.

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

a) The company does not have any pending litigation which is required to be disclosed in its Ind AS
Financial Statements;

b) The Company does not have any long-term contracts including derivative^@tfpacJS^M^bich

I SI Chartered \^\\

c) The Company was not required to transfer any amount to the Investor Education and Protection
Fund.

d) (i) The management has represented that, to the best of its knowledge and belief, 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 persons or entities, 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 on
behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries;

(ii) The management has represented that, to the best of its knowledge and belief, as disclosed in
the notes to the accounts, no funds have been received by the Company from any persons or
entities, including foreign 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

(iii) Based on such audit procedures that we 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) contain any material misstatement.

e) The company has not declared or paid any dividend during the year. ,

¦ i

f) The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable
from 1 April 2023. Based on our examination which included test checks, the Company has not
used licensed accounting software for maintaining its books of account, it does not have features of
recording audit trail (edit log) facility throughout the year for all relevant transactions recorded in
the respective software.

3. With respect to the matter to be included in the Auditors’s Report under section 197(16) of the
Companies Act 2013, The company has not paid/provided for managerial remuneration during the
year.

For Shah Kailash & Associates LLP,

Chartered Accountants,

FRN: 109647WAV100926

Q— (l2(Chartered^

^ 1! xl Accountants J t»ll

CA. Shreyans Shah
Partner

M. No.: 170979 Place: Mumbai

UDIN: X^r70^7T6KeL-''Z.C^68? Date: 30/05/2024

---

Sep 30, 2014

We have audited the accompanying financial statements of Inditalia Refcon Limited which comprise the Balance sheet as at 30th September, 2014, the statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant account 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 and financial performance 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 misstatements, whether due to fraud or error.

Auditor''s Responsibility:

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standard 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 misstatements.

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

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

Opinion:

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

(a) In the case of the Balance Sheet, of the state of affairs of the company as at September 30, 2014;

(b) In the case of the Statement of Profit and Loss of the loss for the year ended on September 30, 2014.

(c) In the case of the Cash Flow Statements, of the cash flows of the Company for the year ended on September 30, 2014

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 in terms of Section 227 (4A) 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 under provisions of 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 it appears from our examinations 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, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standard referred to in subsection 211(3C) of Act

e. On the basis of written representations received from the directors as on 30th September, 2014 taken on record by the Board of Directors, none of the directors are disqualified as on 30th September, 2014, from being appointed as a director in terms of Section 274(1)(g) of the Act

Annexure to Auditors Report:

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirement section of our report of even date.]

i. Having regard to the fact that the company has not commenced commercial activities and has in fact abandoned its project for manufacture of refrigerated containers, it has no business operations. Accordingly clauses (viii], (xiii] and (xiv] of paragraph 4 of the Order are not applicable to the Company.

ii. The Company has no Fixed Assets.

iii. The company has not commenced commercial activity and has no inventories.

iv. In respect of loans taken from Directors, Companies firms and other parties listed in the Register maintained under Section 301 of the Companies Act, 1956, the rate of interest and other terms & conditions of the loan are not prima facie prejudicial to the interests of the Company.

v. The company has not given any loans to employees and / or others.

vi. In our opinion, there are adequate internal control procedures commensurate with, the size of the company and the nature of its business.

vii. In our opinion and according to the information and explanation given to us, the company has not entered into any of contracts or agreements which are required to be entered into in the Register maintained under Section 301 of the companies Act, 1956.

viii. The Company has not accepted any deposits from the public during the period, hence the provision of clause (vi] of the Order is not applicable to the company.

ix. The company is yet to introduce an internal audit system, commensurate with its size and nature of business since there is no activity or business carried on so far.

x. According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There was no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues in arrears as at 30th September 2014 for a period of more than six months from the date they became payable.

(c) There were outstanding demand for Interest and Penalties for delayed payment of Income Tax dues relating to FY 94-95 to 97-98 (4 years). The amounts consisting of interest u/s 234 and 220(2] amounted to Rs.32,00,000/- (approx). The company has disputed the claim for interest and has sought waiver of the interest from the Chief Commissioner of Income Tax (V). The matter is pending before the CCIT.

xii. The accumulated losses of the Company at the end of the financial year exceed its net worth. The Company has incurred cash losses during the immediately precending financial year. However, the Company is not a Sick Industrial Company within the meaning of the Section 3 (1] (0] of the Sick Industrial Companies (Special Provision] Act 1985, as it does not meet the eligibility criteria for BIFR assistance in other respects.

xiii. The company has no liabilities for loans to Banks or Financial Institutions.

xiv. The company has not given any guarantee for loans taken by others from Banks or financial Institutions.

xv. 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.

xvi. According to the information and explanations given to us, the Company has not issued any debentures during the year.

xvii. Based on information and explanations given to us by the management,

(a) term loans were applied for the purpose for which the loans were obtained. And

(b) that the funds raised on short term basis have not been used for long term investments or vice versa.

xviii. The company has not raised any money through or by preferential allotment public issue during the year.

xix. According to the information and explanations given to us by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

xx. The matters contained in paragraphs 4 & 5 of the said order have been commented upon only to the extent applicable as the Company has not commenced commercial production during the year till date as stated in para (i) above.

For V.S.PATANGIA AND CO.

Chartered Accountants (Firm Registration No. 107626W)

Sd/- PLACE: Mumbai (Vimal S.Patangia) DATED: 29.11.2014 (Proprietor) (Membership No. 38271)

---

Sep 30, 2013

We have audited the accompanying financial statements of Inditalia Refcon Limited which comprise the Balance sheet as at 30th September, 2013, the statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant account 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 and financial performance 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 misstatements, whether due to fraud or error.

Auditor''s Responsibility :

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standard 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 misstatements.

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

Opinion :

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

(a) In the case of the Balance Sheet, of the state of affairs of the company as at September 30, 2013;

(b) In the case of the Statement of Profit and Loss of the loss for the year ended on September 30, 2013.

(c) In the case of the Cash Flow Statements, of the cash flows of the Company for the year ended on September 30, 2013

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 in terms of Section 227 (4A) 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 under provisions of 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 it appears from our examinations 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, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standard referred to in subsection 211(3C) of Act

e. On the basis of written representations received from the directors as on 30th September, 2013 taken on record by the Board of Directors, none of the directors are disqualified as on 30th September, 2013, from being appointed as a director in terms of Section 274(1)(g) of the Act

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirement section of our report of even date.)

i. Having regard to the fact that the company has not commenced commercial activities and has in fact abandoned its project for manufacture of refrigerated containers, it has no business operations. Accordingly clauses (viii), (xiii) and (xiv) of paragraph 4 of the Order are not applicable to the Company.

ii. The Company has no Fixed Assets.

iii. The company has not commenced commercial activity and has no inventories.

iv. In respect of loans taken from Directors, Companies firms and other parties listed in the Register maintained under Section 301 of the Companies Act, 1956, the rate of interest and other terms & conditions of the loan are not prima facie prejudicial to the interests of the Company.

v. The company has not given any loans to employees and / or others.

vi. In our opinion, there are adequate internal control procedures commensurate with, the size of the company and the nature of its business.

vii. In our opinion and according to the information and explanation given to us, the company has not entered into any of contracts or agreements which are required to be entered into in the Register maintained under Section 301 of the companies Act, 1956.

viii. The Company has not accepted any deposits from the public during the period, hence the provision of clause (vi) of the Order is not applicable to the company.

ix. The company is yet to introduce an internal audit system, commensurate with its size and nature of business since there is no activity or business carried on so far.

x. According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There was no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues in arrears as at 30th September 2013 for a period of more than six months from the date they became payable.

(c) There were outstanding demand for Income Tax relating to FY 94-95 to 97-98 (4 years). The amounts including interest u/s 234 and 220(2) amounted to Rs.62,63,126/- of this, the company has since deposited the principal tax due of Rs.21,76,412/-. The company has disputed the claim for interest and has sought waiver of the interest from the Chief Commissioner of Income Tax (V). The matter is pending before the CCIT.

xi. As informed by the management, after allowing the company to export its machinery, vide Order-In-Original dated 20th July 2009, the Commissioner, Central Excise & Customs, Raigad, appealed against the order in CESTAT seeking revocation of same. The Company contested the appeal which was rejected by the CESTAT. Meanwhile, the company has submitted Lien on Bank funds and Third Party surety of Rs.49,10,000/- and Rs.5,40,10,000/- respectively to obtain permission to exit from 100% EOU scheme. The third party surety was furnished by Sika India Pvt. Ltd.

xii. The accumulated losses of the Company at the end of the financial year are more than fifty per cent of its net worth and the Company has incurred cash losses during the financial year covered by our audit and in the immediately precending financial year. Though, the Company is not a Sick Industrial Company within the meaning of the Section 3 (1) (0) of the Sick Industrial Companies (Special Provision) Act 1985, it does not meet the eligibility criteria for BIFR assistance in other respects.

xiii. The company has no liabilities for loans to Banks or Financial Institutions.

xiv. The company has not given any guarantee for loans taken by others from Banks or financial Institutions.

xv. 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.

xvi. According to the information and explanations given to us, the Company has not issued any debentures during the year.

xvii. Based on information and explanations given to us by the management,

(a) term loans were applied for the purpose for which the loans were obtained. and

(b) that the funds raised on short term basis have not been used for long term investments or vice versa.

xviii. The company has not raised any money through or by preferential allotment public issue during the year.

xix. According to the information and explanations given to us by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

xx. The matters contained in paragraphs 4 & 5 of the said order have been commented upon only to the extent applicable as the Company has not commenced commercial production during the year till date as stated in para (i) above.

For V.S.Patangia & Co

Chartered Accountants

Sd/-

V.S.Patangia

Place : Mumbai Proprietor

Date : 29th November 2013 FRN 107626 W, M.No.038271

---

Sep 30, 2012

1) We have audited the attached Balance Sheet of Inditalia Refcon Limited as at 30th September 2012. These financial statements is 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 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 includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3) As required by the Companies (Auditor'' Report) Order 2003 issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matter as applicable to the Company specified in paragraph 4 and 5 of the said order.

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

i. 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.

ii. In our opinion, proper books of accounts as required by law have been kept by the Company, so far as appears from our examination of such books.

iii. The Balance Sheet dealt with by this report is in agreement with the books of accounts.

iv. In our opinion the Balance Sheet Complies with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 except no provision is made for interest and bank charges on Secured Loans in the absence of bank statements and depreciation on fixed assets for reasons detailed in the Annexure.

v. As informed by the management, after allowing the company to export its machinery, vide Order-In-Original dated 20th July 2009 the Commissioner, Central Excise & Customs, Raigad, (Commissioner) has filed an appeal in the CESTAT against his own order seeking revocation of same. The Company is contesting the appeal which has not yet come up for hearing.

Pending resolution of the dispute (appeal), the Dy. Commissioner, C. Excise, Khopoli, vide his order dt.18th January 2011, demanded fresh security to issue a "No Dues Certificate" to permit the Company to exit from 100% EOU scheme. The Company had to accept the stipulation under duress. Sika India Pvt. Ltd., the buyer of the Company''s lands and building at Khopoli provided the necessary funds as a loan and also executed the Third Party Surety favouring the Department against an undertaking from the Company to reimburse the amounts, if any, to Sika in the event of invocation of the surety by the Department. Without admitting any liability, Cash Security of Rs.49,10,000/- and Third Party Surety of Rs.4,91,00,000/- were furnished to the Department to secure De-bonding permission and exit from 100% EOU scheme. The maximum liability undertaken by the Company towards Sika in this respect is limited to Rs.5,40,10,000/- (Rupees Five Crores Forty Lacs Ten Thousand Only).

Contingent liabilities for duty, interest, penalties etc. may arise if the appeal is decided in favour of the Department who may invoke the securities provided by Sika. The amounts, if any, payable by Sika in the event of Department succeeding in their appeal are forming part of the overall liability of the Company to the Department. As already stated, the Company is contesting the appeal and the extent of total such liability on account of duties, penalties, interest etc., if any, cannot be quantified till the appeal is disposed off.

It is informed by the management, based on competent legal opinion that the company has a strong case on merits.

vi. The accounts of the company have been prepared by the management on going concern basis. In view of the uncertainty regarding the outcome of the litigations vis- a-vis the Commissioner of Central Excise & Customs, Raigad, referred above, we are unable to express an opinion as to whether the Company can be termed as going concern. Unless the cases are concluded, their effect on the financial position of the Company and its capacity to continue in business is not ascertainable.

vii. On the basis of confirmations received from the Directors, none of them are disqualified from being appointed as Director of the Company, under clause (g) of sub-section (1) of Section 274 of the Act.

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

a) In the case of the Balance Sheet of the state of affairs of the Company as at 30th September 2012.

b) In the case of profit & losses incurred during the period ended on that date, and

c) In the case of the cash flow statement for the period ended on that date.

Annexure to Auditors Report :

Referred to in paragraph 3 of our report of even date.

1. The Company has maintained proper records showing full particulars of fixed assets. The fixed assets have been sold during the year and the resultant losses have been brought into books . As on the date of balance sheet the company has zero fixed assets.

2. In respect of loans taken from Directors & Companies listed in the Register maintained under Section 301 of the Companies Act, 1956, the rate of interest and other terms & conditions of the loan are not prima facie prejudicial to the interests of the Company.

3. The company has not given any loans to employees and / or others.

4. In our opinion, there are adequate internal control procedures commensurate with, the size of the company and the nature of its business.

5. In our opinion and according to the information and explanation given to us, the company has not entered into any transaction for purchase of goods and materials and sale of goods, materials and services in pursuance of contracts or agreements required to be entered into in the Register maintained under Section 301 of the companies Act, 1956.

6. The Company has not accepted any deposits from the public during the period, to which provisions of Section 58A of the Companies Act, 1956, and the rules made there under are applicable.

7. The company is yet to introduce an internal audit system, commensurate with its size and nature of business as there is no activity.

8. There are no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty and Central Excise Duty and outstanding as at the year end, for a period of more than six months from the date from which they became payable.

9. The Company is not a sick Industrial Company within the meaning of the Section 3 (1) (0) of the Sick Industrial Companies (Special Provision) Act 1985.

10. Based on information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

11. We have been informed by the management that the funds raised on short term basis have not been used for long term investments or vice versa.

12. The company has not raised any money through a public issue during the year.

13. According to the information and explanations given to us by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

14. The matters contained in paragraphs 4 & 5 of the said order have been commented upon only to the extent applicable as the Company has not commenced commercial production during the year.

For V.S.Patangia & Co

Chartered Accountants

Sd/-

V.S.Patangia

Proprietor

FRN 107626 W, M.No.038271

Place : Mumbai

Date : 1st December 2012

---

Sep 30, 2011

1) We have audited the attached Balance Sheet of Inditalia Refcon Limited as at 30th September 2011. These financial statements is 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 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 includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3) As required by the Companies (Auditor' Report) Order 2003 issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matter as applicable to the Company specified in paragraph 4 and 5 of the said order.

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

i. 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.

ii. In our opinion, proper books of accounts as required by law have been kept by the Company, so far as appears from our examination of such books. iii. The Balance Sheet dealt with by this report is in agreement with the books of accounts. iv. In our opinion the Balance Sheet Complies with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 except no provision is made for interest and bank charges on Secured Loans in the absence of bank statements and depreciation on fixed assets for reasons detailed in the Annexure.

v. As informed by the management, after allowing the company to export its machinery, vide Order-In-Original dated 20th July 2009 the Commissioner, Central Excise & Customs, Raigad, (Commissioner) has filed an appeal in the CESTAT against his own order seeking revocation of same. The Company is contesting the appeal which has not yet come up for hearing.

Pending resolution of the dispute (appeal), the Dy. Commissioner, C. Excise, Khopoli, demanded vide his order dt.18th Jan. 2011, fresh security to issue a "No Dues Certificate" to permit the Company to exit from 100% EOU scheme. The Company had to accept the stipulation under duress.

Sika India Pvt. Ltd., the buyer of the Company's land and building at Khopoli provided the necessary funds as a loan and also executed the Third Party Surety favouring the Department against an undertaking from the Company to reimburse the amounts, if any, to Sika in the event of invocation of the same by the Department Without admitting any liability, Cash Security of Rs.49,10,000/- and Third Party Surety of Rs.4,91,00,000/- were furnished to the Department to secure De bonding and exit from 100% EOU scheme. The maximum liability undertaken by the Company towards Sika in this respect is limited to Rs.5,40,10,000/- (Rupees Five Crores Forty Lacs Ten Thousand Only).

Contingent liabilities for duty, interest, penalties etc. may arise if the appeal is decided in favor of the Department who may invoke the securities provided by Sika. The amounts, if any, payable by Sika in the event of Department succeeding in their appeal are forming part of the overall liability of the Company to the Department. As already stated, the Company is contesting the appeal and the extent of total such liability on account of duties, penalties, interest etc., if any, cannot be quantified till the appeal is disposed off.

It is informed by the management, based on competent legal opinion that the company has a strong case on merits.

vi. The accounts of the company have been prepared by the management on going concern basis. In view of the uncertainty regarding the outcome of the litigations vis-à-vis the Commissioner of Central Excise & Customs, Raigad, referred above, we are unable to express an opinion as to whether the Company can be termed as going concern. Unless the cases are concluded, their effect on the financial position of the Company and its capacity to continue in business is not ascertainable.

vii. On the basis of confirmations received from the Directors, none of them are disqualified from being appointed as Director of the Company, under clause (g) of sub-section (1) of Section 274 of the Act.

viii. In our opinion and, to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon give the information required by the Companies Act, 1956 in the manner so required and subject to our comments in the Annexure to our report, give a true and fair view, in conformity with the generally accepted accounting principles :

a) In the case of the Balance Sheet of the state of affairs of the Company as at 30th September 2011

b) In the case of profit & losses incurred during the period ended on that date, and b) In the case of the cash flow statement for the period ended on that date.

Annexure to Auditors Report :

Referred to in paragraph 3 of our report of even date.

1. The Company has maintained proper records showing full particulars of fixed assets. The fixed assets have been sold during the year and the resultant losses have been brought into books . As on the date of balance sheet the company has zero fixed assets.

2. In respect of loans taken from Directors & Companies listed in the Register maintained under Section 301 of the Companies Act, 1956, the rate of interest and other terms & conditions of the loan are not prima facie prejudicial to the interests of the Company.

3. The company has not given any loans to employees and / or others.

4. In our opinion, there are adequate internal control procedures commensurate with, the size of the company and the nature of its business.

5. In our opinion and according to the information and explanation given to us, the company has not entered into any transaction for purchase of goods and materials and sale of goods, materials and services in pursuance of contracts or agreements required to be entered into in the Register maintained under Section 301 of the companies Act, 1956.

6. The Company has not accepted any deposits from the public during the period, to which provisions of Section 58A of the Companies Act, 1956, and the rules made there under are applicable.

7. The company is yet to introduce an internal audit system, commensurate with its size and nature of business as there is no activity.

8. There are no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty and Central Excise Duty and outstanding as at the year end, for a period of more than six months from the date from which they became payable.

9. The Company is not a sick Industrial Company within the meaning of the Section 3 (1) (0) of the Sick Industrial Companies (Special Provision) Act 1985.

10. Based on information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

11. We have been informed by the management that the funds raised on short term basis have not been used for long term investments or vice versa.

12. The company has not raised any money through a public issue during the year.

13. According to the information and explanations given to us by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

14. The matters contained in paragraphs 4 & 5 of the said order have been commented upon only to the extent applicable as the Company has not commenced commercial production during the year.



For V.S.Patangia & Co.

Chartered Accountants

Sd/-

Place : Mumbai V.S.Patangia

Date : 2nd December 2011 Proprietor

M.No.038271 FRN 107626 W,