TO THE MEMBERS OF SIRCA PAINTS INDIA LIMITED

Report on the Audit of the Standalone Financial Statements

OPINION

We have audited the standalone financial statements of Sirca Paints India Limited formerlyknown as SIRCA PAINTS INDIA PRIVATE LIMITED earlier known as SIRCOLOR WOOD COATINGSPRIVATE LIMITED ( the Company") which comprise the standalone balance sheet asat March 31 2022 the standalone statement of profit and loss (including othercomprehensive income) the standalone statement of changes in equity and the standalonestatement of Cash Flows for the year ended on that date and the notes to the standalonefinancial statements including a summary of the significant accounting policies and otherexplanatory information (hereinafter referred to as "the standalone financialstatements").

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the accounting standards prescribed under section 133 ofthe Act read with the Companies( Indian Accounting Standards) Rules 2015 as amended/"Ind AS") and

other accounting principles generally accepted in India of the state of affairs of theCompany as at March 31 2022 and its profit other comprehensive income changes in equityand its cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing (SAs) specified under section 143(10) of the Act. Ourresponsibilities under those SAs are further described in the Auditor's Responsibilitiesfor the Audit of the Standalone Financial Statements section of our report. We areindependent of the Company in accordance with the Code of Ethics issued by the Instituteof Chartered Accountants of India (ICAI) together with the independence requirements thatare relevant to our audit of the standalone financial statements under the provisions ofthe Act and the Rules made there under and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the ICAI's Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the standalone financial statements.

KEY AUDIT MATTERS

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

a) Revenue recognition (refer note no. 2.4 & 28 of the Standalone financialStatements)

b) Discounts and incentives (Refer note 2.4 and 28 of the Standalone FinancialStatements)

OTHER INFORMATION

The Company's management and Board of Directors are responsible for the preparation ofthe other information. The other information comprises the information included in thecompany's annual report but does not include the standalone financial statements and ourauditor's report thereon. The annual report is expected to be made available to us afterthe date of this auditor's report.

Our opinion on the standalone financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained during the course of our audit or otherwise appears to be materially misstated.If based on the work we have performed we conclude that there is a material misstatementof this other information we are required to report that fact. We have nothing to reportin this regard.

MANAGEMENT'S AND BOARD OF DIRECTORS' RESPONSIBILITY FOR THE STANDALONE FINANCIALSTATEMENTS

The Company's management and Board of Directors are responsible for the matters statedin section 134(5) of the Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the state of affairs profit/loss and othercomprehensive income changes in equity and cash flow of the company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) specified under section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets of the Company and for preventing and detecting fraudsand other irregularities selection and application of appropriate accounting policiesmaking judgments and estimates that are reasonable and prudent; and design implementationand maintenance of adequate internal financial controls that were operating effectivelyfor ensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the standalone financial statements that give a true andfair view and are free from material misstatement whether due to fraud or error.

In preparing the standalone financial statements management and Board of Directors areresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

The Board of Directors are responsible for overseeing the Company's financial reportingprocess.

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements.

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

• Identify and assess the risks of material misstatement of the standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal financial controls relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures in the standalone financial statementsmade by the Management and Board of Directors.

• Conclude on the appropriateness of Management and Board of Director's use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the Company's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in our auditor's report tothe related disclosures in the standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditors report. However future events or conditions maycause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

Materiality is the magnitude of misstatements in the standalone financial statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the standalone financial statements may be influenced. Weconsider quantitative materiality and qualitative factors in (i) planning the scope of ouraudit work and in evaluating the results of our work; and

(ii) to evaluate the effect of any identified misstatements in the standalone financialstatements

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. (A) 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 bestof 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 theCompany so far as it appears from our examination of those books;

c) The Balance Sheet the Statement of Profit and Loss (including other comprehensiveincome) the Statement of changes in equity and the statement of Cash Flow dealt with bythis Report are in agreement with the books of account;

d) In our opinion the aforesaid standalone financial statements comply with the ASspecified under Section 133 of the Act;

e) On the basis of the written representations received from the directors as on March31 2022 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2022 from being appointed as a director in terms of Section 164 (2) of theAct;

f) With respect to the adequacy of the internal financial controls with reference tofinancial statements of the company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure-A". Our report expresses an unmodifiedopinion on the adequacy and operating effectiveness of the Company's internal financialcontrols over financial reporting.

(B) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended inour opinion and to the best of our information and according to the explanations given tous:

a) The Company does not have any pending litigations which would impact on thefinancial position of the company.

b) The Company does not have any long-term contracts including derivative contracts assuch the question of commenting on any material foreseeable losses thereon does not arise.

c) There has been no delay in transferring amounts required to be transferred to theInvestor Education and Protection Fund by the Company.

d) (i) The Management has represented that to the best of its knowledge and belief nofunds (which are material either individually or in the aggregate) have been advanced orloaned or invested (either from borrowed funds or share premium or any other sources orkind of funds) by the Company to or in any other persons or entities including foreignentities ("Intermediaries") with the understanding whether recorded in writingor otherwise that the Intermediary shall directly or indirectly lend or invest in otherpersons or entities identified in any manner whatsoever ("UltimateBeneficiaries") by or on behalf of the Company or provide any guarantee security orthe like on behalf of the Ultimate Beneficiaries.

(ii) The Management has represented that to the best of its knowledge and belief nofunds (which are material either individually or in the aggregate) have been received bythe Company from any persons or entities including foreign entities ("FundingParties") with the understanding whether recorded in writing or otherwise that theCompany shall directly or indirectly lend or invest in other persons or entitiesidentified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalfof the Funding Parties or provide any guarantee security or the like on behalf of theUltimate Beneficiaries.

(iii) Based on the audit procedures performed that have been considered reasonable andappropriate in the circumstances nothing

has come to our notice that has caused us to believe that the representations undersubclause (i) and (ii) of Rule 11(e) contain any material mis-statement.

e) The final dividend paid by the Company during the current year in respect of thesame declared for the previous year is in accordance with section 123 of the Companies Act2013 to the extent it applies to payment of dividend. As stated in note 45 to thefinancial statements the Board of Directors of the Company have not proposed finaldividend for the current year which is subject to the approval of the members at theensuing Annual General Meeting. The dividend declared is in accordance with section 123 ofthe Act to the extent it applies to declaration of dividend.

2. With respect to the matter to be included in the Auditors' Report under Section197(16) of the Act:

In our opinion and according to the information and explanations given to us theremuneration paid by the Company to its directors during the current year is in accordancewith the provisions of Section 197 of the Act. The remuneration paid to any director isnot in excess of the limit laid down under Section 197 of the Act. The Ministry ofCorporate Affairs has not prescribed other details under Section 197(16) which arerequired to be commented upon by us.

3. As required by the Companies (Auditors Report) Order 2020 ("the Order")issued by the Central Government of India in terms of section 143(11) of the Act we givein the "Annexure B" a statement on the matters specified in paragraphs 3 and 4of the Order to the extent applicable.

TO THE INDEPENDENT AUDITOR'S REPORT on the Standalone Financial Statements of SircaPaints India Limited for the year ended March 31 2022

(Referred to in paragraph 1(f) under 'Report on Other Legal and RegulatoryRequirements' section of our report of even date) Report on the Internal FinancialControls Over Financial Reporting under section 143(3)(i) of the Companies Act 2013("the Act")

OPINION

We have audited the internal financial controls over financial reporting of SIRCAPAINTS INDIA LIMITED formerly known as SIRCA PAINTS INDIA PRIVATE LIMITED earlierknown as SIRCOLOR WOOD COATINGS PRIVATE LIMITED ("the Company") as of March31 2022 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date.

MANAGEMENT'S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The company's Management and Board of Directors are responsible for establishing andmaintaining internal financial controls based on the internal financial controls withreference to financial statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to respective company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013.

AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion on the company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note and the Standards on Auditing prescribed underSection 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls with reference to financial statements. Those Standards andthe Guidance Note require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting was established and maintained and if such controlsoperated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls with reference to financial statements and their operatingeffectiveness. Our audit of internal financial controls with reference to financialstatements included obtaining an understanding of such internal financial controlsassessing the risk that a material weakness exists and testing and

evaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditors judgment including theassessment of the risks of material misstatement of the financial statements whether dueto fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the company's internal financial controls systemwith reference to financial statements.

MEANING OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

A company's internal financial control with reference to financial statements is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control withreference to financial statements include those policies and procedures that (1) pertainto the maintenance of records that in reasonable detail accurately and fairly reflectthe transactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIALSTATEMENTS

Because of the inherent limitations of internal financial controls with reference tofinancial statements including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor 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 internalfinancial control system with reference to financial statements and such internalfinancial controls were operating effectively as at March 31 2022 based on the internalfinancial controls with reference to financial statements criteria established by theCompany considering the essential components of internal controls stated in the GuidanceNote on Audit of Internal Financial Controls over Financial Reporting issued by theInstitute of Chartered Accountants of India (the "Guidance note").

TO THE INDEPENDENT AUDITOR'S REPORT on the standalone financial statements of SircaPaints India Limited for the year ended March 31 2022

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

To the best of our information and according to the explanations provided to us by theCompany and the books of account and records examined by us in the normal course of auditwe state that:

(i) In respect of the Company's Property Plant and Equipment

and Intangible Assets:

a) (A) The Company has maintained proper records

showing full particulars including quantitative details and situation of propertyplant and equipment.

(B) The Company has maintained proper records showing full particulars of intangibleassets.

b) The Company has a program of physical verification of Property Plant and Equipmentand right-of-use assets so to cover all the assets once every three years which in ouropinion is reasonable having regard to the size of the Company and the nature of itsassets. Pursuant to the program certain Property Plant and Equipment were due forverification during the year and were physically verified by the Management during theyear. According to the information and explanations given to us no material discrepancieswere noticed on such verification.

c) According to the information and explanations given to us and based on theexamination of the conveyance deeds / registered sale deed provided to us we report thatthe title deeds comprising all the immovable properties of land and buildings which arefreehold are held in the name of the Company as at the balance sheet date. In respect ofimmovable properties of land and building that have been taken on lease and disclosed asfixed assets in the standalone financial statements the lease agreements are in the nameof the Company. Accordingly clause 3(i)? of the Order is not applicable.

d) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not revalued its propertyplant and equipment (including right of use assets) or intangible assets or both duringthe year.

e) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company there are no proceedings initiated or pendingagainst the Company for holding any benami property under the Prohibition of BenamiProperty Transactions Act 1988 and rules made thereunder.

(ii) a) According to the information and explanations given

to us and on the basis of our examination of the records

of the Company the inventory has been physically verified by the management during theyear except for inventories lying with third parties. In our opinion the frequency ofverification by the management is reasonable and the coverage and procedure for suchverification is appropriate. Inventories lying with third parties have been confirmed bythem as at March 31 2022 and discrepancies were not noticed in respect of suchconfirmations.

b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not been sanctioned workingcapital limits in excess of Rs 5 crores in aggregate from banks or financialinstitutions on the basis of security of current assets at any point of time of the year.Accordingly clause 3(ii)(b) is not applicable to the Company.

(iii) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not made any investments in orprovided security to companies firms limited liability partnerships or any other partiesduring the year. The Company has not provided guarantees granted loans and advances inthe nature of loans and advances during the year to companies firms or limited liabilitypartnerships and other parties. Accordingly clauses 3(iii)(a)3(iii)(b)3(iii)

(c) 3(iii)(d)3(iii)(e)3(iii)(f) of the Order are not applicable to the Company.

(iv) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has neither made any investmentsnor has it given loans or provided guarantee or security as specified under Section 185 ofthe Companies Act 2013 ("the Act") and the Company has not provided anysecurity as specified under Section 186 of the Act. Further in our opinion the Companyhas complied with the provisions of Section 186 of the Act in relation to loans givenguarantees provided and investments made.

(v) The Company has not accepted any deposits or amounts which are deemed to bedeposits from the public. Accordingly clause 3(v) of the Order is not applicable.

(vi) According to the information and explanations given to us the maintenance of costrecords under Section 148(1) of the Act is applicable to company. We have broadly reviewedthe books of account maintained by the Company pursuant to the rules made by the CentralGovernment for the maintenance of cost records under section 148(1) of the Companies Act2013 and are of the opinion that prima facie the specified accounts and records havebeen made and maintained. We have not however made a detailed examination of the same.

(vii) (a) The Company does not have liability in respect of Service tax Duty ofexcise Sales tax and Value added tax during the year since effective 1 July 2017 thesestatutory dues has been subsumed into Goods and Services Tax ("GST")

According to the information and explanations given to us and on the basis of ourexamination of the records of the Company in our opinion amounts deducted / accrued inthe books of account in respect of undisputed statutory dues including GST Providentfund Employees' State Insurance Income- Tax Duty of Customs Cess and other statutorydues have been regularly deposited by the Company with the appropriate authorities;

According to the information and explanations given to us and on the basis of ourexamination of the records of the Company no undisputed amounts payable in respect ofGST Provident fund Employees' State Insurance Income-Tax Duty of Customs Cess andother statutory dues were in arrears as at March 31 2022 for a period of more than sixmonths from the date they became payable.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company there are no statutory dues relating to GSTProvident Fund Employees State Insurance Income-Tax Sales Tax Service Tax Duty ofCustoms Value Added Tax or Cess or other statutory dues which have not been deposited onaccount of any dispute.

(viii) According to the information and explanations given to us and on the basis ofour examination of the records of the Company the Company has not surrendered ordisclosed any transactions previously unrecorded as income in the books of account inthe tax assessments under the Income Tax Act 1961 as income during the year.

(ix) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company the Company has not defaulted in therepayment of loans or borrowings or in the payment of interest thereon to any lender.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not been declared a wilfuldefaulter by any bank or financial institution or government or government authority.

(c) In our opinion and according to the information and explanations given to us by themanagement term loans were applied for the purpose for which the loans were obtained.

(d) According to the information and explanations given to us and on an overallexamination of the balance sheet of the Company no funds raised on short-term basis havebeen used for long-term purposes by the Company.

(e) According to the information and explanations given to us and on an overallexamination of the standalone financial statements of the Company the Company has nottaken any funds from any entity or person on account of or to meet the obligations of itssubsidiaries as defined in the Act. The Company does not hold any investment in anyassociate or joint venture (as defined in the Act) during the year ended March 31 2022.

(f) According to the information and explanations given to us and procedures performedby us we report that the Company has not raised loans during the year on the pledge ofsecurities held in its subsidiaries (as defined under the Act).

(x) (a) The Company has not raised any moneys by way of initial public offer or furtherpublic offer (including debt instruments) Accordingly clause 3(x)(a) of the Order is notapplicable.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. Accordingly clause 3(x)(b) of the Order is not applicable.

(xi) (a) Based on examination of the books and records of the Company and according tothe information and explanations given to us considering the principles of materialityoutlined in the Standards on Auditing we report that no fraud by the Company or on theCompany has been noticed or reported during the course of the audit.

(b) According to the information and explanations given to us no report undersub-section (12) of Section 143 of the Act has been filed by the auditors in Form ADT-4 asprescribed under Rule 13 of Companies (Audit and Auditors) Rules 2014 with the CentralGovernment.

(c) According to the information and explanations given to us no whistle blowercomplaints have been received by the Company during the year.

(xii) According to the information and explanations given to us the Company is not aNidhi Company. Accordingly clause 3(xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to usthe transactions with related parties are in compliance with Section 177 and 188 of theAct where applicable and the details of the related party transactions have beendisclosed in the standalone financial statements as required by the applicable accountingstandards.

(xiv) (a) Based on information and explanations provided

to us and our audit procedures in our opinion the Company has an internal auditsystem commensurate with the size and nature of its business.

(b) We have considered the internal audit reports of the Company issued till date forthe period under audit.

(xv) In our opinion and according to the information and explanations given to us theCompany has not entered into any non-cash transactions with its directors or personsconnected to its directors and hence provisions of Section 192 of the Act are notapplicable to the Company.

(xvi) (a) The Company is not required to be registered under

Section 45-IA of the Reserve Bank of India Act 1934. Accordingly clauses 3(xvi)(a)and 3(xvi)(b) of the Order are not applicable.

(b) The Company is not a Core Investment Company (CIC) as defined in the regulationsmade by the Reserve Bank of India. Accordingly clause 3(xvi)(c) of the Order is notapplicable.

(c) According to the information and explanations provided to us during the course ofaudit the Group does not have any CICs.

(xvii) The Company has not incurred cash losses in the current and in the immediatelypreceding financial year.

(xviii) There has been no resignation of the statutory auditors during the year.Accordingly clause 3(xviii) of the Order is not applicable

(xix) According to the information and explanations given to us and on the basis of thefinancial ratios ageing and expected dates of realisation of financial assets and paymentof financial liabilities other information accompanying the standalone financialstatements our knowledge of the Board of Directors and management plans and based on ourexamination of the evidence supporting the assumptions nothing has come to our attentionwhich causes us to believe that any material uncertainty exists as on the date of theaudit report that the Company is not capable of meeting its liabilities existing at thedate of balance sheet as and when they fall due within a period of one year from thebalance sheet date. We however state that this is not an assurance as to the futureviability of the Company. We further state that our reporting is based on the facts up tothe date of the audit report and we neither give any guarantee nor any assurance that allliabilities falling due within a period of one year from the balance sheet date will getdischarged by the Company as and when they fall due.

(xx) In our opinion and according to the information and explanations given to usthere is no unspent amount under sub-section (5) of section 135 of the Act pursuant to anyproject. Accordingly clauses 3(xx)(a) and 3(xx)(b) of the Order are not applicable.