Auditor Report of Pitambar Coated Papers Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of Pitambar Coated Papers Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2014 and the Statement of Profit and Loss for the year ended on that date 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.

Auditor''s Responsibility

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

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 31st March, 2014;

(b) in the case of the Profit and Loss Account, of the loss 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 subsection (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 dealt with by this report are in agreement with the books of account;

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

Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

(e) On the basis of written representations received from the directors as on 31st March, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 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) Attention is invited to:

Note No. 3 of Notes to Account "21" - The Company has accounted for the gratuity and leave encashment benefits on estimated benefits instead of actuarial valuation basis as required by AS-15

"Accounting for retirement benefits in the Financial Statements" of employees issued by the Institute of Chartered Accountants of India.

The overall impact of the adjustment to be carried out as per our remarks as given could not be ascertained and therefore we are unable to comment on this:

ANNEXURE ''A'' REFERRED TO IN OUR REPORT OF EVEN DATE ON THE ACCOUNTS OF M/s. PITAMBAR COATED PAPERS LIMITED DELHI FOR THE YEAR ENDED 31st MARCH, 2014

1. Fixed Assets

1) (i) The Company is maintaining proper records showing full particulars, including quantitative details and situation of Fixed Assets. The Company has a program for physical verification of fixed assets at periodic intervals. In our opinion, the period of verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies have been reported on such verification.

(ii) In our opinion, and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the company during the year.

2) (i) As explained to us the inventories have been physically verified by the management to the extent practicable during the year. In our opinion, the frequency of physical verification of inventories is reasonable.

(ii) In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(iii) On the basis of our examination of the inventory records, in our opinion the company has maintained proper records of inventories. The discrepancies noticed on such physical verification as compared to book records, which were not material, having regard to the size and nature of operations of the company have been properly dealt with in the books of account.

3) (i) The Company has taken Secured or Unsecured loan, from the company, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 during the year. The maximum amount involved during the year was Rs. 116,112,771 and the year end outstanding balance of these loan was Rs. 107,367,128. The total number of parties involved were 11.

(ii) In our opinion and according to the information and explanations given to us, the rates of interest and other terms and conditions on which loans have been taken by the company are not prima facie, prejudicial to the interest of the company.

(iii) According to information and explanation given to us, no terms and conditions for the repayment of the loan are stipulated. The loans taken by the company are repayable on demand.

(iv) The Company has not granted secured and unsecured loans to any company, firm or any other concern listed in the register maintained u/s 301 of the Companies Act, 1956 during the year and accordingly, paragraphs 4 (iii) (b), (c) and (d) of the order are not applicable.

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, for the purchases of inventory, fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

5) (i) In our opinion and according to the information and explanations given to us, the particulars of all contracts and arrangements that are needed to be entered in the register maintained under section 301 of the Companies Act 1956 have been so entered.

(ii) In our opinion and according to the information and explanation given to us, having regard to the explanation that many of the items are of a special nature and their prices cannot be compared with alternative quotations, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of five lakh rupees in respect of any party during the year have been reasonable having regard to the prevailing market prices at the relevant time.

6) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956, and the rules framed there under.

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

8) As informed to us, the maintenance of cost records has not been prescribed by the Central Government under section 209 (1) (d) of the Companies Act, in respect of the activities carried on by the Company.

9) (i) According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, cess and other statutory dues applicable to it with the appropriate authorises for the year under Audit.

(ii) According to the information and explanations given to us, following undisputed amounts payable in respect of the aforesaid dues were outstanding, at the 31st March, 2013 for a period of more than six months from the date they become payable.

10) The Company has accumulated losses at the end of the financial year and it has not incurred any cash losses in the current and immediately preceding financial year.

11) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not defaulted inrepayment of dues to Financial Institutions and banks.

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

13) In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund/societies.

14) The Company is not dealing or trading in shares, securities, debentures and other investments. The company is maintaining proper records of the transactions and timely entries have been made therein. The shares, securities, and debentures and other securities are held by the company in its own name.

15) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions, the terms and conditions whereof are prejudicial to the interest of the Company.

16) As informed to us, the company has not availed any term loan.

17) According to the information and explanations given to us, on an overall basis, fund raised on short term basis, prima facie, has not been used during the year for long term investment and vice versa.

18) The Company has not mde any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

19) The Company has not issued any debentures during the year.

20) The Company has not raised any money through a public issue during the year.

21) Based on the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

Kumar Sharma & Co. Chartered Accountants Regislation No. 001036N

Place : New Delhi (Narinder Nath Sharma) Dated : 1/09/2014 Partner Membership No: 007584

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Pitambar Coated Papers Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2013 and the Statement of Profit and Loss for the year ended on that date 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.

Auditor''s Responsibility

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

Opinion

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

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

(b) in the case of the Profit and Loss Account, of the loss 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 properbooks 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 dealt with by this report are in agreement with the books of account;

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

Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

(e) On the basis of written representations received from the directors as on 31st March, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 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) Attention is invited to:

Note No. 3 of Notes to Account "21" - The Company has accounted for the gratuity and leave encashment benefits on estimated benefits instead of actuarial valuation basis as required by AS-15

Accounting for retirement benefits in the Financial Statements" of employees issued by the Institute of Chartered Accountants of India. The overall impact of the adjustment to be carried out as per our remarks as given could not be ascertained and therefore we are unable to comment on this:

1. Fixed Assets

1) (i) The Company is maintaining proper

records showing full particulars, including quantitative details and situation of Fixed Assets. The Company has a program for physical verification of fixed assets at periodic intervals. In our opinion, the period of verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies have been reported on such verification. (ii) In our opinion, and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the company during the year.

2) (i) As explained to us the inventories have

been physically verified by the management to the extent practicable during the year. In our opinion, the frequency of physical verification of inventories is reasonable.

(ii) In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(iii) On the basis of our examination of the inventory records, in our opinion the company has maintained proper records of inventories. The discrepancies noticed on such physical verification as compared to book records, which were not material, having regard to the size and nature of operations of the company have been properly dealt with in the books of account.

3) (i) The Company has taken Secured or

Unsecured loan, from the company, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 during the year. The maximum amount involved during the year was Rs. 116,112,771 and the year end outstanding balance of these loan was Rs. 107,367,128. The total number of parties involved were 11.

(ii) In our opinion and according to the information and explanations given to us, the rates of interest and other terms and conditions on which loans have been taken by the company are not prima facie, prejudicial to the interest of the company.

(iii) According to information and explanation given to us, no terms and conditions for the repayment of the loan are stipulated. The loans taken by the company are repayable on demand. (iv) The Company has not granted secured and unsecured loans to any company, firm or any other concern listed in the register maintained u/s 301 of the Companies Act, 1956 during the year and accordingly, paragraphs 4 (iii) (b), (c) and (d) of the order are not applicable.

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, for the purchases of inventory, fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

5) (i) In our opinion and according to the information and explanations given to us, the particulars of all contracts and arrangements that are needed to be entered in the register maintained under section 301 of the Companies Act 1956 have been so entered. (ii) In our opinion and according to the information and explanation given to us, having regard to the explanation that many of the items are of a special nature and their prices cannot be compared with alternative quotations, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of five lakh rupees in respect of any party during the year have been reasonable having regard to the prevailing market prices at the relevant time.

6) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956, and the rules framed thereunder.

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

8) As informed to us, the maintenance of cost records has not been prescribed by the Central Government under section 209 (1) (d) of the Companies Act, in respect of the activities carried on by the Company.

9) (i) According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, cess and other statutory dues applicable to it with the appropriate authorites for the year under Audit.

(ii) According to the information and explanations given to us, following undisputed amounts payable in respect of the aforesaid dues were outstanding, at the 31st March, 2013 for a period of more than six months from the date they become payable.

10) The Company has accumulated losses at the end of the financial year and it has not incurred any cash losses in the current and immediately preceding financial year.

11) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not defaulted inrepayment of dues to Financial Institutions and banks.

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

13) In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund/societies.

14) The Company is not dealing or trading in shares, securities, debentures and other investments. The company is maintaining proper records of the transactions and timely entries have been made therein. The shares, securities, and debentures and other securities are held by the company in its own name.

15) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions, the terms and conditions whereof are prejudicial to the interest of the Company.

16) As informed to us, the company has not availed any term loan.

17) According to the information and explanations given to us, on an overall basis, fund raised on short term basis, prima facie, has not been used during the year for long term investment and vice versa.

18) The Company has not mde any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

19) The Company has not issued any debentures during the year.

20) The Company has not raised any money through a public issue during the year.

21) Based on the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For Kumar Sharma & Co.

Chartered Accountants

Registration No. 001036N

Place : New Delhi (Narinder Nath Sharma)

Dated : 23/08/2013 Partner

Membership No: 007584

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Mar 31, 2012

We have audited the attached Balance Sheet of M/ s PITAMBAR COATED PAPERS LIMITED as at 31st March' 2012 and also the Profit & Loss Account 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.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether he financial satemevtts are free ot material misstatement. An audit includes examining' on a test basis' evidence supporting the amount 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.

As required by the Companies (Auditor's Report) Order' 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act' 1956' of India' (the Act' ) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us' we give in Annexure 'A statement on the matters specified in paragraphs 4 and 5 of the said Order

Further to our comments in the Annexure referred to above' we report that;

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

2. In our opinion the Company has kept proper books of account as required by law so far' as appears from our examination of the books.

3. The Balance Sheet and the Profit and Loss account dealt with by this Report are in agreement with the books of account.

4. In our opinion' the Profit and Loss account and the Balance Sheet comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act' 1956 read together with the comment in para (7) below.

5. According to the information's and explanations given to us and on the basis of the written representations received from Directors of the Company' taken on record by the Boards of Directors' we report that none of the directors are prima facie disqualified as on 31st March' 2012 from being appointed as a director u/s 274(1) (g) of the Companies Act' 1956.

6. In our opinion and to the best of our information and according to the explanations given to us the said Balance Sheet and Profit & Loss Account subject to notes on accounts annexed' read together with the comment in para (7) below regarding preparation of accounts on Going Concern Basis.

7. Note no.4 of Notes to Account "21"- The Company has accounted for the gratuity and leave encashment benefits on estimated benefits instead of actuarial valuation basis as required by AS-15 "Accounting for retirement benefits in the financial Statements" of employees issued by the Institute of Chartered Accountants of India. The overall impact of the adjustment to be carried out as per our remarks as given could not be ascertained and therefore we are unable to comment on this..

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

(a) In the case of Balance Sheet of the state of affairs of the Company as at 31st March' 2012 and

(b) In the case of the Profit and Loss account of the Loss for the year ended on that date.

(c) In the case of cash flow statement' of the cash- flow for the year ended on that date.

ANNEXURE A' REFERRED TO IN OUR REPORT OF

EVEN DATE ON THE ACCOUNTS OF

M/s PITAMBAR COATED PAPERS LIMITED DELHI

FOR THE YEAR ENDED 31st MARCH' 2012

1. Fixed Assets

1) (i) The Company is maintaining proper

records showing full particulars' including quantitative details and situation of Fixed Assets. The Company has a program for physical verification of fixed assets at periodic intervals. In our opinion' the period of verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies have been reported on such verification.

(ii) In our opinion' and according to the information and explanations giv^n to us' a substantial part of fixed assets has not been disposed off by the company during the year.

2) (i) As explained to us the inventories have been physically verified by the management to the extent practicable during the year. In our opinion' the frequency of physical verification of inventories is reasonable.

(ii) In our opinion' the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(iii) On the basis of our examination of the inventory records' in our opinion the company has maintained proper records of inventories. The discrepancies noticed on such physical verification as compared to book records' which were not material' having regard to the size and nature of operations of the company have been properly dealt with in the books of account.

3) (i) The Company has taken Secured or Unsecured loan' from the company' firms or other parties listed in the register maintained under section 301 of the Companies Act' 1956 during the year. The maximum amount involved during the year was Rs. 113' 839' 510' and the year end outstanding balance of these loan was Rs. 106' 647' 466/-. The total ngmber of parties involved were 11.

(ii) In our opinion and according to the information and explanations given to us' the rates of interest and other terms and conditions on which loans have been taken by the company are not prima facie' prejudicial to the interest of the company.

(iii) According to information and explanation given to us' no terms and conditions for the repayment of the loan are stipulated. The loans taken by the company are repayable on demand.

(iv) The Company has not granted secured and unsecured loans to any company' firm or any other concern listed in the register maintained u/s 301 of the Companies act' 1956 during the year and accordingly' paragraphs 4 (iii) (b)' (c) and (d) of the order are not applicable

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' for the purchases of inventory' fixed assets and for the sale of goods. During the course of our audit' no major weakness has been noticed in the internal controls.

5) (i) In our opinion and according to the

information and explanations given to us' the particulars of all contracts and arrangements that are needed to be entered in the register maintained under section 301 of the Companies Act 1956 have been so entered.

(ii) In our opinion and according to the information and explanation given to us' having regard to the explanation that many of the items are of a special nature and their prices cannot be compared with alternative quotations' the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act' 1956 and exceeding the value of five lakh rupees in respect of any party during the year have been reasonable having regard to the prevailing market prices at the relevant time.

6) In our opinion and according to the information and explanations given to us' the Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Companies Act' 1956' and the rules framed thereunder.

7) In our opinion' the Company has an internal audit system' which in our opinion is commensurate with the size of the Company and the nature of its business.

8) As informed to us' the maintenance of cost records has not been prescribed by the Central Government under section 209(1) (d) of the Companies Act' in respect of the activities carried on by the Company.

9) i) According to the records of the Company'

the Company is generally regular in depositing undisputed statutory dues including Provident Fund' Investor Education and Protection Fund Employees' State Insurance' Income Tax' Sales Tax' Wealth Tax' Customs Duty' Excise Duty' cess and other statutory dues applicable to it with the appropriate authorities for the year under Audit.

ii) According to the information and explanations given to us' following undisputed amounts payable in respect of the aforesaid dues were outstanding' at the 31st March' 2012 for a period of more than six months from the date they become payable.

iii) According to the information and explanation given to us following amounts have not been deposited on account of dispute with the concerned authorities:

Nature Amount Year Forum where dispute is pending

Central Sales Tax 241451.00 2001-02 Sales Tax Appellate Commissioner

Central Sales Tax 822081.00 2002-03 Sales Tax Appellate Commissioner

Rajasthan Sales Tax 609888.00 2007-08 Commissioner of Commercial Taxes

10) The Company has accumulated losses at the end of the financial year and it has incurred cash losses in the current and not immediately preceding financial year.

11) According to the information and explanations given to us and based on the documents and records produced to us' the Company has not defaulted in repayment of dues to Financial Institutions and banks.

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

13) In our opinion and according to the information and explanations given to us' the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund/ societies.

14) The Company is not dealing or trading in shares' securities' debentures and other investments. The company is maintaining proper records of the transactions and timely entries have been made therein. The shares' securities' and debentures and other securities are held by the company in its own name.

15) According to the information and explanations given to us' the Company has not g'^en any guarantee for loans taken by others from banks or financial institutions' the terms and conditions whereof are prejudicial to the interest of the Company.

16) As informed to us' the company has not availed any term loan.

17) According to the information and explanations given to us' on an overall basis' fund raised on short term' basis' prima facie' has not been used during the year for long term investment and vice versa.

18) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act' 1956.

19) The Company has not issued any debentures during the year.

20) The Company has not raised any money through a public issue during the year.

21) Based on the audit procedures performed and information and explanations given by the management' we report that no fraud on or by the Company has been noticed or reported during the year.

For Kumar Sharma & Co.

Chartered Accountants

Registration No. 001036N

Place : New Delhi (N.N.Sharma)

Dated : 31.08.2012 Partner

Membership No: 007584

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Mar 31, 2011

We have audited the attached Balance Sheet of M/s PITAMBER COATED PAPERS LIMITED as at 31st March, 2011 and also the Profit & Loss Account 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.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amount 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. '

As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, of India, (the Act,) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in Annexure 'A' statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that;

1. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit. -

2. In our opinion the Company has kept proper books of account as required by law so far ,as appears from our examination of the books.

3. The Balance Sheet and the Profit and Loss account dealt with by this Report are in agreement with the books of account.

4. In our opinion, the Profit and Loss account and the Balance Sheet comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read together with the comment in Para (7) below.

5. According to the information's and explanations given to us and on the basis of the written representations received from directors of the Company, taken on record by the boards of directors, we report that none of the directors are prima facie disqualified as on 31st March, 2011 from being appointed as a director u/s 274(1) (g) of the Companies Act, 1956.

6. In our opinion and to the best of our information and according to the explanations given to us the said Balance Sheet and Profit & Loss Account subject to notes on accounts annexed, read together with the comment in Para <7) below regarding preparation of accounts on Going Concern Basis.

7. Attention is invited to:

Note no.5 of Schedule 'M'- The Company has accounted, for the gratuity and leave encashment benefits on estimated benefits instead of actuarial valuation basis as required by AS-15 'Accounting for retirement benefits in the financial Statements' of employees issued by the Institute of Chartered Accountants of India.

The overall impact of the adjustment to be carried out as per our remarks as given could not be ascertained and therefore we are unable to comment on this.

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

(a) In the case of Balance Sheet of the state of affairs of the Company as at 31st March,2011 and

(b) In the case of the Profit and Loss account of the Loss for the year ended on that date.

(c) In the case of cash flow statement, of the cash-flow for the year ended on that date.

For Kumar Sharma & Co. Chartered Accountants Registration No. 01036N

Place : New Delhi (N. N. Sharma)

Dated : 25/08/2011 Partner

Membership No: 07584

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 3 of our Audit Report of even date) Re: M/S PITAMBAR COATED PAPERS LIMITED

1. Fixed Assets :

- The Company has maintained proper records to show full particulars including quantitative details and situation of Fixed Assets. However, it needs updating.

- All the assets have not been physically verified by the management during the period but there is a regular programmed 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 were noticed on such verification.

- In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the company during the year.

2. Inventories:

- As explained to us the inventories have been physically verified by the management to the extent practicable during the year. In our opinion, the frequency of physical verification of inventories is reasonable.

- In our opinion, 4he procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

- On the basis of our examination of the inventory records, in our opinion the company has maintained proper records of inventories. The discrepancies noticed on such physical verification as compared to book records, which were not material, having regard to the size and nature of operations of the Company have been properly dealt with in the books of account.

3. (I) The Company has not granted any loans, secured or unsecured, from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 during the year and accordingly, paragraphs 4 (iii) (b), (c) and

(d) of the Order are not applicable.

(II) The Company has taken secured and unsecured loans from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 during the year. The maximum amount involved during the period was Rs. 12,89,29,950.31 and the period end balance of these balance of these loans was Rs. 12,25,31,122.31 .The total number of parties involved were 15.

(III) In our opinion the rate of interest and other terms and conditions of unsecured loans taken by the Company are not, prima facie prejudicial to the interests of the Company.

(IV) According to information and explanation given to us, no terms and conditions for the repayment of the loans are stipulated. The loans taken by the Company are repayable on demand.

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 for the purchase of inventory, fixed assets and for the sale of goods. Further, on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control procedures.

(I) According to the information and explanations given to us, the particulars of all contracts and arrangements that need to be entered in the register maintained under section 301 of the Act have been so entered.

(II) In our opinion and according to the information given to us the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. Five lakhs in respect of any part during the year have been made at price which are reasonable having regard to prevailing market price at the relevant time.

6. According to the information given to us, we are of the opinion that the Company has not accepted any deposits from the public under the provisions of Section 58-A & 58 AA of the Companies Act, 1956 and Companies (Acceptance of Deposit Rules), 1975 framed there under with regard to the deposits accepted from the public.

7. For the period under audit the Company has not made and maintained cost records as prescribed by relevant rule made by the Central Government for the maintenance of cost records under Section 209(1 )(d) of the Companies Act.

8. In respect of statutory dues :

- According to the records of the Company, undisputed statutory dues including Provident Fund, Employees' State Insurance, Income-Tax, Sales-Tax, Service Tax, Wealth Tax, Customs Duty, Excise Duty, CASs and other statutory dues have been generally regularly deposited with the appropriate authorities, for the year under Audit.

- According to the information and explanations given to us, following 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 :

- According to the information and explanation given to us following amounts have not been deposited on account of dispute with the concerned authorities.

Nature Amount Period Forum where dispute is pending

Central 241451.00 2001-02 Sales Tax Sales Appellate Tax Commissioner

Central 8,22,081.00 2002-03 Sales Tax Sales Appellate Tax Commissioner

Rajasthan 6,09,888.00 2007-08 Commissioner Sales Tax of Commercial Taxes

9. The accumulated losses of the Company have exceeded 50% of its net worth at the end of the financial year. Company has not incurred cash losses during the period covered by our Audit

& incurred cash losses during the immediately preceding financial year. The company has been declared a Sick Industrial Company in terms of Section 3(1 )(Q) of the Sick Industrial Companies (Special Provisions) Act, 1985.

10. Bases on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

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

Nature 2001-02 2002-03 2003-04 2004-05 2005-06 Total

Turnover Tax 21418.00 40298.00 27110.00 88826.00

Profession al Tax 1200.00 4800.00 6000.00

Entry Tax 179252.00 125190.00 78405.00 382847.00

RST 3395.00 51102.00 76408.00 93583.00 280969.00

2000-01 19612.00

2001-02 36868.00

CST 127099.00 13231.00 312178.00 11177.00 663685.00

12. The provisions of any special statue applicable to chit fund / nidhi / mutual benefit fund societies are not applicable to the company.

13. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

14. The Company has not given any guarantee for the loans taken by others from banks or financial institutions during the year.

15. In our opinion, and according to the information and explanations given to us, on an overall basis, no term loans have been applied for and taken by the company.

16. On the basis of an overall examination of the balance sheet of the Company and according to the information and explanations given to us, in our opinion, funds raised on a short-term basis have not been used for long-term investment and vice-versa.

17. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 during the year.

18. According to the information and explanation given to us, during the year covered by our Audit, the Company has not issued any Debentures.

19. The Company has not recently raised any money by public issues.

20. 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 instances of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such cases by management.

For Kumar Sharma & Co. Chartered Accountants Registration No. 01036N

Place : New Delhi (N.N.Sharma)

Dated : 25/08/2011 Partner Membership No:07584

---

Mar 31, 2010

We have audited the attached Balance Sheet of M/S PITAMBAR COATED PAPERS LIMITED as at 31st March, 2010 and also the Profit & Loss Account 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.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of mate; ial misstatement. An audit includes examining, on a test basis, evidence supporting the amount 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.

As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, of India, (the Act,) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in Aniiexure A statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that;

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

2. In our opinion the Company has kept proper books of account as required by law so far, as appears from our examination of the books.

3. The Balance Sheet and the Profi; and Loss account dealt with by this Report are in agreement with the books of account.

4. In our opinion, the Profit and Loss account and the Balance Sheet comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read together with the comment in para (7) below.

5. According to the informations and explanations given to us and on the basis of the written representations received from Directors of the Company, taken on record by the boards of Directors, we report that none of the Directors are prima facie disqualified as on 31st March, 2010 from being appointed as a director u/s 274(1) (g) of the Companies Act, 1956.

6. In our opinion and to the best of our information and according to the explanations given to us the said Balance Sheet and Profit & Loss Account subject to notes on accounts annexed, read together with the comment in para (7) below regarding preparation of accounts on Going Concern Basis.

7. Attention is invited to:

Note no.5 of Schedule "M"- The Company has accounted for the gratuity and leave encashment benefits on estimated benefits instead of actuarial valuation basis as required by AS-15 "Accounting for retirement benefits in the financial Statements" of employees issued by the Institute of Chartered Accountants of India.

The overall impact of the adjustment to carried out as per our remarks as given could not be ascertained and therefore we are unable to comment on this.

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

(a) In the case of Balance Sheet of the state of affairs of the Company as at 31st March, 2010 and

(b) In the case of the Profit and Loss account of the Profit for the year ended on that date.

(c) In the case of cash flow statement, of the cash-flow for the year ended on that date.

ANNEXURE A REFERRED TO IN OUR REPORT OF EVEN DATE ON THE ACCOUNTS OF M/S PITAMBAR COATED PAPERS LIMITED DELHI FOR THE YEAR ENDED 31st MARCH, 2010

1) (i) The Company is maintaining proper records showing full particulars, including quantitative details and situation of Fixed Assets. The Company has a program for physical verification of fixed assets at periodic intervals. In our opinion, the period of verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies have been reported on such verification.

(ii) In our opinion, and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the company during the year.,

2) (i) As explained to us the inventories have been physically verified by the management to the extent practicable during the year. In our opinion, the frequency of physical verification of inventories is reasonable.

(ii) In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(iii) On the basis of our examination of the inventory records, in our opinion the company has maintained proper records of inventories. The discrepancies noticed on such physical verification as compared to book records, which were not material, having regard to the size and nature of operations of the company have been properly dealt with in the books of account.

3) (i) The Company has taken Secured or Unsecured loan, from the company, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 during the year. The maximum amount involved during the year was Rs. 120011368, and the year end outstanding balance of these Loan was Rs. 105448325. The total number of parties involved were 11.

(ii) In our opinion and according to the information and explanations given to us, the rates of interest and other terms and conditions on which loans have been taken by the company are not prima facie, prejudicial to the interest of the company.

(iii) According to information and explanation given to us, no terms and conditions for the repayment of the loan are stipulated. The loans taken by the company are repayable on demand.

(iv) The Company has not granted secured and unsecured loans to any company, firm or any other concern listed in the register maintained u/s 301 of the Companies Act, 1956 during the year and accordingly, paragraphs 4 (iii) (b), (c) and (d) of the order are not applicable.

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, for the purchases of inventory, fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

5) (i) In our opinion and according to the information and explanations given to us, the Particulars of all contracts and arrangements that are needed to be entered in the register maintained under section 301 of the Companies Act 1956 have been so entered.

(ii) In our opinion and according to the information and explanation given to us, having regard to the explanation that many of the items are of a special nature and their prices cannot be compared with alternative quotations, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of five lakh rupees in respect of any party during the year have been reasonable having regard to the prevailing market prices at the relevant time.

6) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Companies Act, 1956, and the rules framed thereunder.

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

8) As informed to us, the maintenance of cost records has not been prescribed by the Central Government under section 209(1) (d) of the Companies Act, in respect of the activities carried on by the Company.

9) i) According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, cess and other statutory dues applicable to it with the appropriate authorities for the year under Audit.

ii) According to the information and explanations given to us, following undisputed amounts payable in respect of the aforesaid dues were outstanding, at the 31st March, 2010 for a period of more than six months from the date they become payable.

Nature Amount Year Forum where dispute is pending

Central 241451.00 2001-02 Sales Tax Sales Appellate Tax Commissioner

Central 822081.00 2002-03 Sales Tax Sales Appellate Tax Commissioner

Rajasthan 609888.00 2007-08 Commissioner Sales of Commercial Tax Taxes

iii) According to the information and explanation given to us following amounts have not been deposited on account of dispute with the concerned authorities:

10) The Company does not have accumulated losses at the end of the financial year of these have been adjusted as per BIFR order dt. 13-8-2009 and it has not incurred any cash losses in the current and immediately preceeding financial year.

11) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not defaulted in repayment of dues to Financial Institutions and Banks.

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

13) In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi/ mutual benefit fund/ societies.

14) The Company is not dealing or trading in shares, securities, debentures and other investments.

15) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions, the terms and conditions whereof are prejudicial to the interest of the Company.

16) As informed to us, the company has not availed any term loan.

17)- According to the information and explanations given to us, on an overall basis, fund raised on short term, basis, prima facie, has not been used during the year for long term investment and vice versa.

18) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

19) The Company has not issued any debentures during the year.

20) The Company has not raised any money through a public issue during the year.

21) Based on the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For KUMAR SHARMA & CO. CHARTERED ACCOUNTANTS

REGISTRATION NO. 01036N

Place: New Delhi (N.N. SHARMA)

Dated: 23-08-2010 PARTNER

Membership No: 07584