Sundaram Multi Pap Ltd. இன் முடிவுகள்

Mar 31, 2018

Independent Auditors'' Report

To the Members of Sundaram Multi Pap Limited

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone financial statements of Sundaram Multi Pap Limited ("the Company”), which comprise the Balance Sheet as at 31 March, 2018, the Statement of Profit and Loss (including the Statement of Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year ended and a summary of significant accounting policies and other explanatory information (hereinafter referred to as "Standalone Ind AS Financial Statements.”)

Management''s Responsibility for the Ind AS Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act”) with respect to the preparation and presentation 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 statement of changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standard) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

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

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

Basis for Qualified Opinion

The Company has invested a sum of Rs 38.70 Crores in its wholly owned subsidiary i.e. E-Class Education System Limited (''''The Subsidiary”).The subsidiary is making losses and its net-worth has been eroded substantially. The Company is required to make a provision for diminution in value of investment made in the subsidiary. However, the said provision is not made which is a departure from Ind-AS 109 (Financial Instruments).

In view of above, we are unable to comment upon the resultant impact of above on loss for the year, investment and other equity as at balance-sheet date.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, the aforesaid Ind AS 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 Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standard) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016, of the state of affairs of the Company as at 31 March 2018 and its Loss, its cash flows and statement of changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order”) issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the "Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

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

d. Except for the effect effect of the matter described in the basis for qualified opinion paragraph above, in our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standard) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016;

e. On the basis of written representations received from the directors as on 31 March 2018 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act;

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B”; and

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

I. The company has disclosed the impact of pending litigations on its Ind AS financial position in its standalone financial statements (Refer Note No 31 to the standalone financial statements);

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

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

To the Independent Auditors'' Report on the standalone Ind AS financial statements of Sundaram Multi Pap Limited for the year ended 31 March 2018

(i) In respect affixed assets:

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

(b) The Company has a program of verification of fixed assets to cover all the items in a phased manner over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) According to information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties, as reflected under the head Property, Plant and Equipment, are held in the name of the Company.

(ii) In respect of its inventories:

As explained to us, the inventories have been physically verified during the year by the management at reasonable intervals and in our opinion, the frequency of verification is reasonable. No material discrepancies were noticed on such verification.

(iii) According to the information and explanations given to us, the company has, during the year, not granted any loans, secured or unsecured, to Companies, Firms, Limited Liability Partnerships or any other parties covered in the register maintained under Section 189 of the Companies Act 2013. Accordingly, Clause (iii) of paragraph 3 of the order is not applicable to the company.

(iv) In our opinion and according to the information and explanations given to us, the company has complied with provisions of section 186 of the Act with respect to loans given and investment made in its wholly owned subsidiary, Further, the company has not given any loans or guarantees or provided any securities to director or any other parties, during the year, attracting the provisions of Section 185 of the Act.

(v) 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 provisions of Sections 73 to 76 of the Companies Act, 2013 and the rules framed there under. Accordingly, Clause (v) of paragraph 3 of the Order is not applicable to the Company.

(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under sub-section (1) of Section 148 of the Act, and are of the opinion that, prima facie, the prescribed records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the company, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income-tax, Sales-tax, Service Tax, Goods and Service Tax, duty of Customs, duty of Excise, Value Added Tax, cess and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of above referred statutory dues were outstanding at the year end, for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, there are no dues outstanding in respect of Income tax, sales tax, service tax, duty of custom, duty of excise or value added tax which have not been deposited on account of any dispute.

(viii) In our opinion and according to the information and explanations given to us, the company has made default by 83 days in repayment of term loan to SBI amounting to INR 405.78 lakhs. However, the said default has been rectified by making payment in the month of September, 2017. The company has not taken any loan or borrowing from government nor it has issued debentures during the year.

(ix) Based on our audit procedures and on the information and explanations given to us by the management, the company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year. The term loans were applied for the purposes for which the loans were obtained.

(x) To the best of our knowledge and according to the information and explanations given by the Management, we report that no fraud by the Company or no fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) Based upon the audit procedures performed and the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the Order are not applicable to the Company.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Companies Act, 2013 where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, Clause (xiv) of paragraph 3 of the Order is not applicable to the Company

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with the directors as referred to in Section 192 of the Companies Act, 2013.

(xvi) According to the information and explanations given to us, the provisions of Section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company

To Independent Auditors'' Report on the standalone Ind AS financial statements of Sundaram Multi Pap Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Sundaram Multi Pap Limited ("the Company”) as of 31 March 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India ("the ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note”) and the Standards on Auditing, issued by ICAI and as specified under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

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

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in

reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Bhuta Shah & Co LLP

Chartered Accountants

Firm Registration No. : 101474W / W100100

Atul Gala

(Partner)

Membership No. : 048650

Place: Mumbai

Date: 29th May, 2018

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Mar 31, 2016

Independent Auditors'' Report

To the Members of

Sundaram Multi Pap Limited Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Sundaram Multi Pap Limited (“the Company”), which comprise the Balance Sheet as at 31 March 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provision of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provision of the Act and the Rules made there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosure in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances.

An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2016 and its loss and its cash flows for the year ended on that date.

Emphasis of Matters

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

Note 31 in the standalone financial statements which indicate that, balances of certain trade receivables and advances are subject to confirmation and reconciliation. However, the management does not expect any material variation affecting the current year''s financial statements on account of such reconciliation/adjustments. Accordingly, no provision has been made in the financial statements.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A”, a statement on the matters specified in the paragraph 3 and 4 of the Order.

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

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

b. in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination ofthose 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 aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

d. on the basis of the written representations received from the directors as on 31 March 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March

2016 from being appointed as a director in terms of Section 164 (2) of the Act;

e. 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”; and

f. with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”; and

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

i. the Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 29 to the financial statements;

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

iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company. to Independent Auditors'' Report of even date on the standalone financial statements for the year ended 31 March 2016 referred to in paragraph 1 under the heading of “Report on Other Legal and Regulatory Requirements”.

(i) In respect of its fixed assets:

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

(b) The Company has a program of verification of fixed assets to cover all the items in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, certain fixed assets were physically verified by the management during the year. According to the information and explanations given to us no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

(ii) In respect of its inventories:

As explained to us, the inventories have been physically verified during the year by the management at reasonable interval and in our opinion, the frequency of verification is reasonable. No material discrepancies were noticed on such verification.

(iii) The Company has granted unsecured loan to one Company covered in the register maintained under section 189 of the Act,

(a) according to the information and explanations given to us, there are no terms and conditions attached to the loan;

(b) according to the information and explanations given to us, the loan is repayable on demand, however, the payment of interest has been stipulated and receipt of interest is regular;

(c) there is no overdue amount and hence clause (iii) (c) of Para 3 is not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect of loan given. The Company has not given any guarantee or provided any security during the year.

(v) According to information and explanations given to us, the Company has not accepted any deposits from the public as per provisions of section 73 to 76 of the Act and rules framed there under, and accordingly, the provisions of Clause (v) of Para 3 of the Order are not applicable to the Company.

(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under sub-section (1) of Section 148 of the Act, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) In respect of statutory dues:

(a) According to information and explanations given to us and on the basis of our examination of records of the Company, the Company has been generally regular in depositing undisputed statutory dues including provident fund, employees state insurance, income-tax, sales tax, service tax, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, there were no arrears of statutory dues as on 31 March 2016 for a period of more than six months from the date on when they become payable.

(b) According to the information and explanations given to us, there are no dues of income tax, sales tax, service tax or value added tax which have not been deposited on account of any dispute.

According to the information and explanations given to us, the following due in respect of duty of excise has not been deposited by the Company on account of dispute:

Name of the Statute	Nature of due	Forum where dispute is pending	Period to which the amount relates	Amount involved o
Central	Excise	Commissioner	FY 2012-13	4,190,537
Excise	Duty	of Central
Act, 1944		Excise
		(Appeals) -IV

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to any financial institution or bank or Government or dues to debenture holders except deferred sales tax loan of '' 2,064,441 from SICOM payable since financial year 2007-08.

(ix) Based on our audit procedures and on the information and explanations given to us by the management, the Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, provisions of Clause (ix) of Para 3 of the Order is not applicable to the Company.

(x) Based on the audit procedures performed and based on the information and explanations given to us by the management, we report that no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

(xi) Based on the audit procedures performed and the information and explanations given to us by the management, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, the provisions of Clause (xii) of Para 3 of the Order are not applicable to the Company.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with the directors. Accordingly, provisions of Clause (xv) of Para 3 of the Order are not applicable to the Company.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and accordingly, question of obtaining registration thereof does not arise.

“Annexure B”

to Independent Auditors'' Report of even date referred to in paragraph 2(f) under the heading of “Report on Other Legal and Regulatory Requirements”

Report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Sundaram Multi Pap Limited (“the Company”) as of 31 March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

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

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(1) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(2) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Bhuta Shah & Co LLP

Chartered Accountants

Firm Reg. No.: 101474W/W100100

CA. Shailesh Bhuta

Partner

Membership No.: 033958

Mumbai, 23 ^rd May 2016

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Mar 31, 2015

We have audited the accompanying standalone financial statements of SUNADARAM MULTI PAP LIMITED ("the Company"), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility on Standalone 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 standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application or 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 financial statements that give a true and fair view and are free from material misstatement , whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provision of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provision of the Act and the Rules made thereunder.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosure in the financial statements. The procedures selected depend on the auditor's judgment, including the Assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Basis for Qualified Opinion

(a) Note 40 to the standalone financial statements which describe provision for Gratuity is not determined by using actuarial techniques, which constitutes a departure from the Accounting Standard - 15 "Employee Benefits (revised 2005)".

(b) Note 42 to the standalone financial statements which described that the Company has announced a plan to permanently close down Nagpur Paper Unit; however the Company has not given separate disclosure for discontinuing operation, which constitutes a departure from the Accounting Standard - 24 "Discontinuing Operations".

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, 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 31 March 2015 and its loss and its cash flows for the year ended on that date.

Emphasis of Matters

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

(a) Note 31 in the standalone financial statements which indicate that, balances of certain trade receivables and advances are subject to confirmation and reconciliation. However,the management does not expect any material variation affecting the current years financial statements on account of such reconciliation/adjustments.Accordingly, no provision has been made in the financial statements

(b) The investment in E-Class Education System Limited, a wholly owned subsidiary of the Company whose net worth has been fully eroded, is carried at Rs 150,000,000/- in the Balance Sheet as at March 31, 2015. Further, loans and advances given to this subsidiary amounting to Rs 223,231,138/- are outstanding as at March 31,2015. The said investment and loans and advances, in wholly owned subsidiary are in the nature of strategic investment. Accordingly, no provision has been made in the financial statements.

Our opinion is not modified in respect of these matters. Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order.

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

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

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

(c) the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) except for the effect of matter described in the Basis for Qualified Opinion paragraph above, in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

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

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

i. Company does not have any pending litigations which would impact its financial position;

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

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

Annexure to the Independent Auditors' Report

(Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our Report of even date)

i) In respect of its fixed Assets:

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

(b) The Company has a program of verification of fixed assets to cover all the items in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the Management during the year. According to the information and explanations given to us no material discrepancies were noticed on such verification.

ii) In respect of its Inventories:

(a) As explained to us, the inventories have been physically verified during the year by the Management at reasonable intervals.

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

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

iii) According to the information and explanations given to us, the Company has granted loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013. In respect of such loans:

(a) The Terms of arrangement does not stipulate any repayment schedule and the loan are repayable on demand. In the absence of stipulations, the regularity of the receipts of principal amounts and interest has not been commented upon.

(b) As there is no stipulation on the repayment of loan, therefore the question to take reasonable steps to recover overdue amount does not arise.

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system 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 and services. During the course of our audit, we have not observed any major weakness in the internal control system.

v) According to the information and explanations given to us, the Company has not accepted any deposit during the year.

vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

vii) 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, Central Sales-tax, Wealth Tax, Service Tax, Excise Duty, Value added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income-tax, Central Sales Tax, Wealth Tax, Service Tax, Excise Duty, Value Added Tax, Cess and other material statutory dues in arrears as at March 31, 2015 for a period of more than six months from the date they became payable.

(c) Details of dues of Excise duty which have not been deposited as on March 31, 2015 on account of disputes is given below:

Name of Statute Nature of Dues Forum where Dispute is Pending

Central Excise Law Excise duty Commissioner of Central Excise (Appeals) - IV

Name of Statute Period to which Amount Involved the Amount (INR) Relates

Central Excise Law FY 2012-13 4,190,537/-

There were no dues of Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Value Added Tax and Cess which have not been deposited as on March 31, 2015 on account of disputes.

(d) The Company has been generally regular in transferring amounts to the Investor Education and Protection Fund in accordance with the relevant provision of the Companies Act 1956 (1 of 1956) and rules made there under within time.

viii) The Company does not have any accumulated losses at the end of the financial year and the Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

ix) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, there were several instances in which the Company had defaulted in repayment of dues to banks but the same were regularized in due course of time. However, total default in repayment of dues to banks and financial institutions amounting to INR 2,064,441 is not regularized as at 31st March 2015. The Company has not issued any debentures.

x) According to the information and explanations given to us and based on the documents and records produced before us, the Company has not given any guarantee for loan taken by others from bank and financial institutions.

xi) In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained.

xii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the company has been noticed or reported during the year.

For Bhuta Shah & Co. Chartered Accountants Firm Reg. No.: 101474W

CA. Shailesh Bhuta Partner Membership No.: 033958 Mumbai, 21 May, 2015

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Mar 31, 2014

We have audited the accompanying financial statements of SUNADARAM MULTI PAP LIMITED ("the Company"), which comprise the Balance Sheet as at 31stMarch 2014, the State- ment of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility on 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 principles generally accepted in India including Accounting Standards referred to in section 211(3C) of the Companies Act, 1956 ("the Act"). Tis respon- sibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit ev- idence about the amounts and disclosures in the financial statements. Te procedures selected depend on the auditor 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 consid- ers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on efectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the rea- sonableness 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 suf- cient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and accord- ing to the explanations given to us, the aforesaid financial state- ments 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 afairs of the Company as at 31 March 2014;

(b)In the case of the Statement of Profit and Loss, of the Profit for the year ended on that date; and

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

Emphasis of matter

Without qualifying our opinion, we draw attention to Note 28 to the financial statements. As explained therein, balances of certain trade receivables and advances are subject to confirma- tion and reconciliation. However, the management does not expect any material variation afecting the current year''s fnan- cial statements on account of such reconciliation/adjustments. Accordingly, no provision has been made in the financial state- ments. Our opinion is not qualified in respect of this matter.

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 para- graphs 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 ex- amination of those books.

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

d.In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in section 211(3C) of the Act.

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

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

Annexure to Independent Auditors'' Report Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our Report of even date

(i)In respect of fixed Assets:

(a)The company has maintained proper records to show full particulars, including quantitative details and situation of its fixed assets.

(b)As explained to us, all the fixed assets have been physically verifed by the management during the year which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepan- cies were noticed on such verifcation.

(c)In our opinion and according to the information and explanations given to us, no substantial part of fixed asset has been disposed during the year and therefore does not afect the going concern assumption.

(ii)In respect of its inventories:

(a)As explained to us, inventories have been physically verifed during the year by the management. In our opinion, the frequency of verifcation is reasonable.

(b)In our opinion and according to the information and explanations given to us, the procedures of physical verif- cation of inventories followed by the management are reasona- ble and adequate in relation to the size of the company and the nature of its business.

(c)In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. Te discrepancies noticed on physi- cal verifcation of stocks by the management and book records have been properly dealt with in the books of account.

(iii)In respect of the loans, secured or unsecured, granted or taken by the company to / from companies, firms or other par- ties covered in the register maintained under section 301 of the Act:

(a)According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has granted unsecured loan to its subsidiary company. Te maximum amount involved during the year is Rs 18,59,77,745/-. And the year-end balance of loan granted to such party is Rs 18,59,77,745/-.

(b)In our opinion and according to the information and ex- planation given to us, the rate of interest and other terms and conditions on which loans have been given to the company are not, prima facie, prejudicial to the interest of the Company. (c)Tere is no stipulation for repayment of the above loans. Terefore, the question of repayment being regular does not arise. Also, the question of overdue amount does not arise. (d)Tere is no stipulation for repayment of the above loans. Terefore, the question to take reasonable steps by the com- pany for recovery of the principal and interest does not arise. (e)According to the information and explanations given to us and on the basis of our examination of the books of account, the company has taken loans from three directors. Te max- imum amount involved during the year are Rs 7,18,28,422/-. And the year-end balance of loan taken from such parties is Rs 4,00,40,035/-.

(f)The company has taken interest free loan from two directors. Therefore, the question of rate of interest and other terms and conditions on which loans have been taken by the company, being prejudicial to the interest of the Company does not arise. Te company has taken interest bearing loan from one direc- tor. However, terms and conditions and rate of interest are not prejudicial to the interest of the company. (g)There is no stipulation for repayment of the above loans. Terefore, the question of repayment being regular does not arise.

(iv)In our opinion and according to the information and expla- nations given to us, there is generally an adequate internal con- trol procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories and fixed assets and payment for expenses and for sale of goods. During the course of our audit, no major instance of contin- uing failure to correct any weaknesses in the internal controls has been noticed.

(v)In respect of the contracts or arrangements referred to in section 301 of the Act:

(a)In our opinion and according to the information and ex- planations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained un- der that section.

(b)In our opinion and as per information and explanations given to us, the transaction entered into by the company with parties covered u/s 301 of the Act and exceeding the value of rupees five lakhs in respect of each party during the year has been made at prices which appear reasonable as per informa- tion available with the company.

(vi)According to the information and explanations given to us, the Company has not accepted any deposits from the public as Defined u/s. 58A of the Companies Act, 1956 and the rules framed there under. Terefore, the provisions of Clause 4 (vi) of the Order are not applicable to the company.

(vii)As per information and explanations given by the manage- ment, the Company has an internal audit system commensu- rate with its size and the nature of its business.

(viii)We have broadly reviewed the books of account main- tained by the company pursuant to the rules made by the Cen- tral Government for the maintenance of cost records under section 209 (1)(d) of the Companies Act, 1956 and on the basis of information and explanations given to us, we are of the opin- ion that, prima facie, the prescribed accounts and records have been made and maintained related to manufacture of Exercise Note Book and Paper. We have not, however, made a detailed examination of the accounts and records with a view to deter- mine whether they are accurate or complete.

(ix)In respect of statutory dues:

(a)According to the information and explanations given to us and on the basis of our examination of the records of the Com- pany, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State In- surance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Cus- tom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have been regularly deposited with the appropriate authorities, though there have been delays in a few cases. According to the information and explanations given to us, except for Rs 7,120/- towards tax deducted at source and Rs 33,730/- towards CST payable, no undisputed amounts payable in respect of Wealth Tax, Cess, Profession Tax, Service Tax and other material statutory dues were in arrears as at 31 March, 2014 for a period of more than six months from the date they became payable.

(b)According to the information and explanations given to us, there are no amounts payable in respect of income tax, wealth tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes except normal as- sessment and appellate proceedings as per the Income Tax Act, 1961.

(x)Te Company does not have any accumulated losses and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

(xi)Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, there were several instances in which the company had defaulted in repayment of dues to banks but the same were reg- ularized in due course of time. However, total default in repay- ment of dues to banks and financial institutions amounting to Rs 12,82,80,199/- is not regularized as at 31.03.2014.

(xii)According to the information and explanations given to us and based on the documents and records produced before us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii)In our opinion, the Company is not a chit fund or a ni- dhi /mutual benefit fund/society. Terefore, the provisions of Clause 4 (xiii) of the Order are not applicable to the Company.

(xiv)In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Ac- cordingly, the provisions of Clause 4 (xiv) of the Order are not applicable to the Company.

(xv)According to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from a bank or financial institution.

(xvi)According to the information and explanation given to us and the records examined, the term loans taken by the com- pany have been applied for the purpose for which they were raised.

(xvii)According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31 March 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company. No long term funds have been used to finance short term assets except working capital.

(xviii)The Company has not made any preferential allotment of shares to parties and companies covered in the register main- tained under section 301 of the Act.

(xix)The Company has not issued any debentures and hence, the clause 4(xix) of the Order is not applicable to the company.

(xx)The Company has not raised any monies by way of public issues during the year.

(xxi)Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For Bhuta Shah & Co. Chartered Accountants Firm Reg. No.: 101474W

CA. Mitesh Kothari Partner Membership No.: 110822

Place: Mumbai, Date: 24/05/2014

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Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility on 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 principles generally accepted in India including Accounting Standards referred to in section 211(3C) of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

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 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 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:

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

(b)In the case of the Statement of Profit and Loss, of the Profit for the year ended on that date; and

(C) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

2. As required by section 227(3) of the Act, we report that:

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

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

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in section 211(3C) of the Act.

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

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

Annexure to Independent Auditors'' Report

Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our Report of even date

(i) In respect of fixed Assets:

(a) The company has maintained proper records to show full particulars, including quantitative details and situation of its fixed assets.

(b) As explained to us, all the fixed assets have been physically verified by the management during the year 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.

(c) In our opinion and according to the information and explanations given to us, no substantial part of fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

(ii) In respect of its inventories:

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

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

(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. The discrepancies noticed on physical verification of stocks by the management and book records have been properly dealt with in the books of account.

(iii) In respect of the loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under section 301 of the Act:

(a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has granted unsecured loans to its subsidiary Company. The maximum amount involved during the year is Rs. 166,496,389/-. And the year-end balance of loan granted to such party is Rs. 123,582,836/-.

(b) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions on which loans have been given to the company are not, prima facie, prejudicial to the interest of the Company.

(c) There is no stipulation for repayment of the above loans. Therefore, the question of repayment being regular does not arise. Also, the question of overdue amount does not arise.

(d) There is no stipulation for repayment of the above loans. Therefore, the question to take reasonable steps by the Company for recovery of the principal and interest does not arise.

(e) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has taken loans from three directors. The maximum amount involved during the year are Rs. 49,300,891/-. And the year-end balance of loan taken from such parties is Rs. 47,088,463/-.

(f) The company has taken interest free loan from directors. Therefore, the question of rate of interest and other terms and conditions on which loans have been taken by the company, being prejudicial to the interest of the Company does not arise.

(g) There is no stipulation for repayment of the above loans. Therefore, the question of repayment being regular does not arise.

(iv) In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories and fixed assets and payment for expenses and for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

(v) In respect of the contracts or arrangements referred to in section 301 of the Act:

(a) In our opinion and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion and as per information and explanations given to us, the transaction entered into by the company with parties covered u/s 301 of the Act and exceeding the value of Rs. five lakhs in respect of each party during the year has been made at prices which appear reasonable as per information available with the company.

(vi) According to the information and explanations given to us, the Company has not accepted any deposits from the public as defined u/s. 58A of the Companies Act, 1956 and the rules framed there under. Therefore, the provisions of Clause 4 (vi) of the Order are not applicable to the company.

(vii) As per information and explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

(viii) As per information and explanations given by the management, we are of the opinion that, prima facie, the company has made and maintained books of account pursuant to the rules made by the Central Government for the maintenance of cost records under section 209 (1)(d) of the Act, related to manufacture of Exercise Note Book and Paper. We have not carried out detailed examination of the same.

(ix) In respect of statutory dues:

(a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have been regularly deposited with the appropriate authorities, though there have been delays in a few cases. According to the information and explanations given to us, there were no outstanding statutory dues as on 31 March 2013 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no amounts payable in respect of income tax, wealth tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes except normal assessment and appellate proceedings as per the Income Tax Act, 1961.

(x) The Company does not have any accumulated losses and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders except Deferred Sales Tax loan of Rs. 20,64,441/- (Principal Rs. 4,19,000/- & Interest Rs. 16,45,441/-) from SICOM.

(xii) According to the information and explanations given to us and based on the documents and records produced before us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provisions of Clause 4 (xiii) of the Order are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4 (xiv) of the Order are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from a bank or financial institution.

(xvi) According to the information and explanation given to us and the records examined, the term loans taken by the company have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31 March 2013, we report that no funds raised on short-term basis have been used for long-term investment by the Company. No long term funds have been used to finance short term assets except working capital.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) The Company has not issued any debentures and hence, the clause 4(xix) of the Order is not applicable to the company.

(xx) The Company has not raised any monies by way of public issues during the year.

(xxi) Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For Bhuta Shah & Co.

Chartered Accountants

Firm Reg. No.: 101474W CA. Mitesh Kothari

Partner

Membership No.: 110822

Mumbai, 30th May, 2013

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of SUNDARAM MULTI PAP LTD (the Company) as at 31st March 2012, Statement of Profit and Loss and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) Amendment Order 2004 (hereinafter referred to as "the Order"), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

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

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the accounting standards referred to in sub-section 3(c) of section 211 of the Companies Act, 1956.

e) Based on the written representations received from the directors of the Company as on 31st March, 2012 and taken on record by the Board of Directors, we report that, none of the directors are prima-facie, disqualified as on 31st March, 2012 from being appointed as directors of the Company in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, subject to note no. 30 regarding revision in estimate for amortization of brand, whereby amortization is short accounted by Rs. 29,172,298/ - resulting into increase in profit by Rs. 29,172,298/ - and value of Brand by Rs. 29,172,298/ - read together with the notes to accounts, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of Balance Sheet, of the State of Affairs of the Company as at 31st March, 2012,

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

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

Annexure To The Auditors' Report

ANNEXURE referred to in paragraph (3) of our report of even date on the Accounts for the year ended 31st March 2012 of SUNDARAM MULTI PAP LIMITED.

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

(b) In our opinion and according to the explanations given to us, these assets have been physically verified by the management during the year in a phased manner, which is reasonable, having regard to the size of the Company and nature of the assets. No material discrepancies were noticed on such verification.

(c) No substantial part of fixed assets has been disposed off during the year which will affect the going concern principle.

(ii) (a) As explained to us, the inventory of the Company has been physically verified by the management at reasonable intervals during the year.

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

(c) The Company has maintained proper records of inventories and no material discrepancies have been noticed on physical verification conducted by the management. The discrepancies noticed on verification between physical inventories and book records have been properly dealt with in the books of account.

(iii) (a) The Company has granted unsecured loans to a subsidiary company. The maximum amount involved during the year is Rs. 18,89,14,290/-. And the year-end balance of loan granted to such party is Rs. 9,25,97,942/-.

(b) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions on which loans have been given to the company are not, prima facie, prejudicial to the interest of the Company.

(c) There is no stipulation for repayment of the above loans. Therefore, the question of repayment being regular does not arise.

(d) There is no stipulation for repayment of the above loans. Therefore, the question of overdue amount does not arise.

(e) The company has not taken any loan from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraph 4(iii) clause no. f and g of the Order are not applicable.

(iv) In our opinion and according to the information and explanation given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of stores, raw materials including components, plant and machinery, equipment and other assets and for the sale of goods. During the course of our audit, no major weakness has been observed in the internal control system.

(v) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are ofthe opinion that the particulars of the contracts or arrangements that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contract or arrangements entered in the contracts maintained under section 301 of the Companies Act, 1956 exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at that time.

(vi) According to the information given to us, the Company has not accepted any deposit from public as defined under section 58A and 58AA of the Companies Act, 1956 and the rules framed there under, during the year under review and as such reporting under this clause is not applicable.

(vii) In our opinion, the company has an internal audit system commensurate with its size and nature of its business.

(viii) Pursuant to the order made by the Central Government for the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956, in respect of the 'paper' product of the Company and according to the information and explanations given to us, we are of the opinion that prima facie the Company has made and maintained prescribed accounts and records. We have not carried out detailed examination of the same. As per the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for other products of the Company.

(ix) (a) According to the information and explanation given to us and according to the books and records produced and examined by us, the Company has been regular in depositing undisputed statutory dues including Investor Education and Protection Fund, Income Tax, Sales Tax, Service Tax, Wealth Tax, Excise duty / cess and any other statutory dues, to the extent wherever applicable, with appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31-03-2012 for a period of more than six months from the date they become payable

(b) As explained to us and according to the records of the Company, there were no disputes pending in respect of Income tax, Wealth Tax, Service Tax, Excise Duty / Cess, Customs duty and other statutory dues applicable to the Company as on 31-3-2012 except normal assessment and appellate proceedings as per the Income Tax Act, 1961.

(x) The Company neither has accumulated losses at the end of the year nor has incurred cash losses during the current and the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given to us, the Company has not defaulted in repayment of outstanding dues to any financial institution or banks during the year except Deferred Sales Tax loan of Rs. 20,64,441/- (Principal Rs. 4,19,000/- & Interest Rs. 16,45,441/-) from SICOM.

(xii) According to the information and explanation given to us, the Company has not granted loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, considering the nature of the business carried on during the year, the Company is not a chit fund or nidhi / mutual benefit fund / society. In view of the above, the said clause (xiii) is not applicable to the company.

(xiv) According to information and explanation given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. The investments have been held by the Company in its own name.

(xv) According to information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

(xvi) In our opinion and according to the information and explanations given to us, the term loans raised during the year by the Company have been applied for the purpose for which the said loans were obtained, where such end use has been stipulated by the lenders.

(xvii) According to the information and explanation given to us and on the overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investments. No long term funds have been used to finance short term assets except working capital.

(xviii) Company has not made any preferential allotment of shares during the year to companies, firms, parties covered in the register maintained u/s. 301 of the Companies Act, 1956.

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

(xx) The Company has not raised any money by public issue during the year.

(xxi) In our opinion and according to information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For Bhuta Shah & Co.

Chartered Accountants

(Firm Registration No. 101474W)

CA Mitesh Kothari

Partner

M. No.110822

Mumbai on this 30th Day of May 2012

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of SUNDARAM MULTI PAP LIMITED (the Company) as at 31st March 2011, Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides are as on ableb as is for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) Amendment Order 2004 (hereinafter referred to as "the Order"), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we annex here to a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

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

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

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the accounting standards referred to in sub-section 3(c) of section 211 of the Companies Act, 1956.

e) Based on the written representations received from the directors of the Company as on 31st March, 2011 and taken on record by the Board of Directors, we report that, none of the directors are prima-facie, disqualified as on 31st March, 2011 from being appointed as directors of the Company in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, subject to note no. vi regarding revision in estimate for the amount of amortization of brand whereby the Company has amortised Brand @15% instead of 30% as prescribed in the accounting policy Due to such revision, amortisation is short accounted by Rs. 10,939,612/- resulting into increase in profit by Rs. 10,939,612/- and value of Brand by Rs. 10,939,612/-,read together with other notes on accounts, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with The accounting principles generally accepted in India:

(i) in the case of Balance Sheet, of the State of Affairs of the Company as at 31st March, 2011,

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

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

Annexure To The Auditor's Report ANNEXURE referred to in paragraph (3) of our report of even date on the Accounts for the year ended 31st March 2011 of SUNDARAMMULTI PAP LIMITED.

(i) (a) The Company has maintained proper records to show full particulars, including quantitative Details and situation of fixed assets.

(b) In our opinion and according to the explanations given to us, these assets have been physically verified by the management during the year in a phased manner, which is reasonable, having regard to the size of the Company and nature of the assets. No material discrepancies were noticed on such verification.

(c) No substantial part of fixed assets has been disposed off during the year which will affect the Going concern principle.

(ii) (a) As explained to us, the inventory of the Company has been physically verified by the Management at reasonable intervals during the year.

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

(c) The Company has maintained proper records of inventories and no material discrepancies have been noticed on physical verification conducted by the management. The discrepancies noticed on verification between physical inventories and book records have been properly dealt with in the books of account.

(iii) (a) The Company has granted unsecured loans to a subsidiary company. The maximum amount involved during the year is 1371.94 Lacs. And the year-end balance of loan granted to such party is Rs. 1371.94 Lacs.

(b) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions on which loans have been given to the company are not, prima facie, prejudicial to the interest of the Company.

(c) There is no stipulation for repayment of the above loans. Therefore, the question of repayment being regular does not arise.

(d) There is no stipulation for repayment of the above loans. Therefore, the question of overdue amount does not arise.

(e) The company has not taken any loan from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraph 4(iii) clause no.f and gofthe Order are not applicable.

(iv) In our opinion and according to the information and explanation given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of stores, raw materials including components, plant and machinery, equipment and other assets and for the sale of goods. During the course of our audit, no major weakness has been observed in the internal control system.

(v) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the particulars of the contracts or arrangements that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contract or arrangements entered in the contracts maintained under section 301 of the Companies Act, 1956 exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at that time.

(vi) According to the information given to us, the Company has not accepted any deposit from public as defined under section 58A and 58AA of the Companies Act, 1956and the rules framed the reunder, during the year under review and as such reporting under this clause is not applicable.

(vii) In our opinion, the company has an internal audit system commensurate with its size and nature of its business.

(viii) Pursuant to the order made by the Central Government for the maintenance of cost records under section 209(l)(d) of the Companies Act, 1956, in respect of the 'paper' product of the Company and according to the information and explanations given to us, we are of the opinion that primafacie the Company has made and maintained prescribed accounts and records. We have not carried out detailed examination of the same. As per the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under section 209(l)(d) of the Companies Act, 1956 for other products of the Company.

(ix) (a) According to the information and explanation given to us and according to the books and records produced and examined by us, the Company has been regular in depositing undisputed statutory dues including Investor Education and Protection Fund, Income Tax, Sales Tax, Service Tax, Wealth Tax, Excise duty / cess and any other statutory dues, to the extent wherever applicable, with appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31- 03-2011 for a period of more than six months from the date they become payable.

(b) As explained to us and according to the records of the Company, there were no disputes pending in respect of Income tax, Wealth Tax, Service Tax, Excise Duty / Cess, Customs duty and other statutory dues applicable to the Company as on 31-3-2011 except normal assessment and appellate proceedings as per the Income Tax Act, 1961.

(x) The Company neither has accumulated losses at the end of the year nor has incurred cash losses During the current and the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given to us, the Company has not defaulted in repayment of outstanding dues to any financial institution or banks during the year except Deferred Sales Tax loan of Rs. 20,64,441/- (Principal Rs. 4,19,000/- & Interest Rs. 16,45,441/-) from SICOM. The Company has made an application to the Government of Maharastra under Amenesty Scheme for the waiver of the interest. The application is still under process.

(xii) According to the information and explanation given to us, the Company has not granted loans or advances on the basis of security byway of pledge of shares, debentures and other securities.

(xiii) In our opinion, considering the nature of the business carried on during the year, the Company is not a chit fund or nidhi / mutual benefit fund / society. In view of the above, the said clause (xiii) is not applicable to the company.

(xiv) According to information and explanation given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. The investments have been held by the Company in its own name.

(xv) According to information and explanations given to us, the Company has not given any guarantee For loans taken by others from banks and financial institutions.

(xvi) In our opinion and according to the information and explanations given to us, the term loans raised during the year by the Company have been applied for the purpose for which the said loans were obtained, where such end use has been stipulated by the lenders.

(xvii) According to the information and explanation given to us and on the overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investments. No long term funds have been used to finance short term assets except working capital.

(xviii) Company has not made any preferential allotment of shares during the year to companies, firms, Parties covered in the register maintained u/s. 301 of the Companies Act, 1956.

(xix) The Company has not is sued any debentures during the year.

(xx) The Company has not raised any money by public issue during the year.

(xxi) In our opinion and according to information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For Bhuta Shah & Co.

Chartered Accountants (Registration No. 101474W)

C A. Mitesh Kothari

[Partner]

Mumbai on this 28th Day of May 2011 M. No. 110822

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of SUNDARAM MULTI PAP LTD (the Company) as at 31st March 2010, Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basisforouropinion.

3. We did not audit the financial statements of Kandla Branch.These financial statements have been audited by other auditor, whose report have been furnished to us and was relied upon by us for our opinion on the financial statements of the Company.

4. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) Amendment Order 2004 (hereinafter referred to as"the Order"), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

b) In our opinion, proper books of account, as required by the law have been kept by the Company in so far asitappearsfromourexaminationofthebooks;

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

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the accounting standards referred to in sub-section 3(c) of section 211 of the Companies Act, 1956.

e) Based on the written representations received from the directors of the Company as on 31 st March, 2010 and taken on record by the Board of Directors, we report that, none of the directors are prima- facie, disqualified as on 31st March, 2010 from being appointed as directors of the Company in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956;

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

(i) in the case of Balance Sheet, of the State of Affairs of the Company as at 31 st March, 2010, (ii) in the case of Profit and Loss Account, of the Profit for the year ended on that date, and (iii) in the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

ANNEXU RE referred to in paragraph (3) of our report of even date on the Accounts for the year ended 31st March 201 Oof SUNDARAM MULTI PAP LIMITED.

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

(b) In our opinion and according to the explanations given to us, these assets have been physically verified by the management during theyear in a phased manner, which is reasonable, having regard to the size of the Company and nature of the assets. No material discrepancies were noticed on such verification.

(c) No substantial part of fixed assets has been disposed off during theyear which will affect the going concern principle.

(ii) (a) As explained to us, the inventory of the Company has been physically verified by the management at reasonable intervals during theyear.

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

(c) The Company has maintained proper records of inventories and no material discrepancies have been noticed on physical verification conducted by the management. The discrepancies noticed on verification between physical inventories and book records have been properly dealt with in the books of account.

(iii) (a) The Company has granted unsecured loans to a subsidiary company.The maximum amount involved during the year isRs, 542.42 Lacs. And the year-end balance of loan granted to such party isRs, 52.42 Lacs.

(b) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions on which loans have been given to the company are not, prima facie, prejudicial to the interest of the Company.

(c) There is no stipulation for repayment of the above loans.Therefore, the question of repayment being regular does notarise.

(d) There is no stipulation for repayment of the above loans.Therefore, the question of overdue amount doesnotarise.

(e) The company has not taken any loan from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraph 4(iii) clause no. fand g of the Order are not applicable.

(iv) In our opinion and according to the information and explanation given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of stores, raw materials including components, plant and machinery, equipment and other assets and for the sale of goods. During the course of our audit, no major weakness has been observed in the internal control system.

(v) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the particulars of the contracts or arrangements that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contract or arrangements entered in the contracts maintained under section 301 of the Companies Act, 1956 exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at that time.

(vi) According to the information given to us, the Company has not accepted any deposit from public as defined under section 58A and 58AA of the Companies Act, 1956 and the rules framed there under, during the year under review and as such reporting under this clause is not applicable.

(vii) In our opinion, the company has an internal audit system commensurate with its size and nature of its business.

(viii) Pursuant to the order made by the Central Government for the maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956, in respect of the paper product of the Company and according to the information and explanations given to us, we are of the opinion that prima facie the Company has made and maintained prescribed accounts and records. We have not carried out detailed examination of the same. As per the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 for other products of the Company.

(ix) (a) According to the information and explanation given to us and according to the books and records produced and examined by us, the Company has been regular in depositing undisputed statutory dues including Investor Education and Protection Fund, lncomeTax,SalesTax,ServiceTax,WealthTax, Excise duty / cess and any other statutory dues, to the extent wherever applicable, with appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31 -03-2010 for a period of more than six months from the date they become payable.

(b) As explained to us and according to the records of the Company, there were no disputes pending in respect of Income tax, Wealth Tax, Service Tax, Excise Duty / Cess, Customs duty and other statutory dues applicable to the Company as on 31-3-2010 except normal assessment and appellate proceedings as perthe IncomeTax Act, 1961.

(x) The Company neither has accumulated losses at the end of the year nor has incurred cash losses during the current and the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given to us, the Company has not defaulted in repayment of outstanding dues to any financial institution or banks during the year except Deferred Sales Tax loan of Rs, 20,64,441/- (Principal Rs, 4,19,000/- & Interest Rs, 16,45,441/-) from SICOM. The Company has made an application to the Government of Maharastra under Amenesty Scheme for the waiver oftheinterest.The application is still under process.

(xii) According to the information and explanation given to us, the Company has not granted loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, considering the nature of the business carried on during the year, the Company is not a chit fund or nidhi/ mutual benefit fund /society. In view of the above, the said clause (xiii) is not applicable tothecompany.

(xiv) According to information and explanation given to us, the Company is not dealing or trading in shares,

securities, debentures and other investments. The investments have been held by the Company in its own name.

(xv) According to information and explanations given to us, the Company has not given any guarantee for loanstakenbyothersfrombanksandfinancial institutions.

(xvi) In our opinion and according to the information and explanations given to us, the term loans raised during the year by the Company have been applied for the purpose for which the said loans were obtained, where such end use has been stipulated by the lenders.

(xvii) According to the information and explanation given to us and on the overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investments. No long term funds have been used to finance short term assets except working capital.

(xviii) Company has not made any preferential allotment of shares during the year to companies, firms, parties covered in the register maintained u/s. 301 of the Companies Act, 1956.

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

(xx) The Company has not raised any money by public issue during theyear.

(xxi) In our opinion and according to information and explanations given to us, no fraud on or by the Company has been noticed or reported during theyear.

For per our report of even date For Bhuta Shah & Co.

Chartered Accountants (Registration No. 101474W)

CA. Mitesh Kothari

[Partner] M. No. 110822