1.  We have audited the attached Balance Sheet of Everest Industries
 Limited (the Company) as at 31 March, 2012, the Statement of Profit
 and Loss and the Cash Flow Statement of the Company for the year ended
 on that date, both 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 the 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 misstatements. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and the disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and the 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 (CARO)
 issued by the Central Government of India in terms of Section 227 (4A)
 of the Companies Act, 1956, we enclose in the Annexure a statement on
 the matters specified in paragraphs 4 and 5 of the said Order.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 above, we report as follows:
 
 a.  we have obtained all the information and explanations which to the
 best of our knowledge and belief were necessary for the purposes of our
 audit;
 
 b.  in our opinion, proper books of account as required by law have
 been kept by the Company so far as it appears from our examination of
 those books;
 
 c.  the Balance Sheet, the Statement of Profit and Loss and the Cash
 Flow Statement dealt with by this report are in agreement with the
 books of account;
 
 d.  in our opinion, the Balance Sheet, the Statement of Profit and Loss
 and the Cash Flow Statement dealt with by this report are in compliance
 with the Accounting Standards referred to in Section 211(3C) of the
 Companies Act, 1956;
 
 e.  in our opinion and to the best of our information and according to
 the explanations given to us, the said accounts give the information
 required by the Companies Act, 1956 in the manner so required and give
 a true 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, 2012;
 
 b) in the case of the Statement of Profit and Loss, of the profit of
 the Company for the year ended on that date and
 
 c) in the case of the Cash Flow Statement, of the cash flows of the
 Company for the year ended on that date.
 
 5.  On the basis of the written representations received from the
 directors, as on 31 March, 2012 and taken on record by the Board of
 Directors, none of the directors is disqualified as on 31 March, 2012
 from being appointed as a director in terms of Section 274 (1)(g) of
 the Companies Act, 1956.
 
 ANNEXURE TO THE AUDITORS'' REPORT
 
 (Referred to in paragraph 3 of our report of even date)
 
 i.  Having regard to the nature of the Company''s business / activities 
 / result, clause 4(xiii) of the Order is not applicable.
 
 ii.  In respect of its fixed assets:
 
 a.  The Company has maintained proper records showing full particulars,
 including quantitative details and situation of the fixed assets.
 
 b.  The fixed assets were physically verified during the year by the
 Management at some locations in accordance with a regular programmer of
 verification which, in our opinion, provides for physical verification
 of all the fixed assets at reasonable intervals. According to the
 information and explanation given to us, no material discrepancies were
 noticed on such verification.
 
 c.  The fixed assets disposed off during the year, in our opinion, do
 not constitute a substantial part of the fixed assets of the Company
 and such disposal has, in our opinion, not affected the going concern
 status of the Company.
 
 iii. In respect of its inventory:
 
 a.  As explained to us, the inventories except goods-in-transit were
 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 were 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.
 
 iv.  The Company has neither granted nor taken any loans, secured or
 unsecured, to/from companies, firms or other parties listed in the
 Register maintained under Section 301 of the Companies Act, 1956.
 
 v.  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 with regard
 to purchases of inventory and fixed assets and the sale of goods and
 services.  During the course of our audit, we have not observed any
 major weakness in such internal control system.
 
 vi.  Based on the examination of the books of account and related
 records and according to the information and explanations provided to
 us, there are no contracts or arrangements with companies, firms or
 other parties which need to be listed in the register maintained under
 Section 301 of the Companies Act, 1956.
 
 vii. According to the information and explanations given to us, the
 Company has not accepted any deposit from the public during the year.
 
 viii.  In our opinion, the Company has an adequate internal audit
 system commensurate with the size and the nature of its business.
 
 ix.  We have broadly reviewed the cost records maintained by the
 Company pursuant to the Companies (Cost Accounting Records) Rules, 2011
 prescribed by the Central Government under Section 209(1)(d) of the
 Companies Act, 1956 and are of the opinion that prima facie the
 prescribed cost records have been maintained. We have, however, not
 made a detailed examination of the cost records with a view to
 determine whether they are accurate or complete.
 
 x.  According to the information and explanations given to us in
 respect of statutory dues:
 
 a.  The Company has generally been regular in depositing undisputed
 dues, including Provident Fund, Investor Education and Protection Fund,
 Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service
 Tax, Customs Duty, Excise Duty, Cess and other material statutory dues
 applicable to it with the appropriate authorities.
 
 b.  There were no undisputed amounts payable in respect of Provident
 Fund, Investor Education and Protection Fund, Employees'' State
 Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs
 Duty, Excise Duty, Cess and other material statutory dues in arrears as
 at 31 March, 2012 for a period of more than six months from the date
 they became payable.
 
 c.  Details of dues of Income-tax, Sales Tax, Excise Duty and Service
 Tax which have not been deposited as on 31 March, 2012 on account of
 disputes are given below:
 
 Statute    Nature of dues      Forum where
                                the            Period to     which Amount
                                dispute is 
                                pending        the amount 
                                               relates      (Rs. / Lakhs)
 
 Sales Tax  
 Laws       Demand on 
            account of 
            non-collection      Commissioner
                                Appeals
                                               1994 to 2009       548.87
            of statutory 
            forms etc.
                                Appellate 
                                Tribunal       1997 to 2003       325.78
 
            Demand on account
            of stock transfers  Madras High
                                Court          1998- 1999
                                                                  421.04 
            being considered 
            as local sales     
            Demand on account
            of stock transfers  Appellate
                                Tribunal       1979 to 1980
                                                                2,827.78
            being considered 
            as inter-state
            sales                              1994 to 1998 
 
                                                                4,123.47
 
 The 
 Central 
 Excise     Demand on account
            of wrong a ailment  Commissioner
                                               April, 2005 to     176.88
 Act, 
 1944       of Cenvat credit.                  September, 2011
                                Superintendent 
                                (Audit)        2008 to 2009        18.04
                                Commissioner  
                                Appeals        2008-09             11.28
                                                                  206.20
 
 Income 
 Tax Act,
 1961       Demand on account
            of disallowances    Commissioner 
                                of             2006 to 2009     3,454.73
 
            of certain claims.  Income Tax
                                Appeals
 
                                Appellate 
                                Tribunal       2003 to 2004        86.13
                                                                3,540.86
 
 We are informed that there are no dues in respect of Wealth Tax,
 Customs Duty and Cess which have not been deposited on account of any
 dispute.
 
 xi.  The Company does not have any accumulated losses as at the year
 end and the Company has not incurred any cash losses during the current
 and immediately preceding financial year.
 
 xii. In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in the repayment of dues to
 banks.  The Company has not taken any loans from financial institutions
 nor has it issued any debentures.
 
 xiii.  According to the information and explanations given to us, the
 Company has not granted loans and advances on the basis of security by
 the way of pledge of shares, debentures and other securities.
 Accordingly, the provisions of clause 4(xii) of the Order are not
 applicable to the Company.
 
 xiv. In our opinion and according to the information and explanations
 given to us, the Company is not dealing or trading in shares,
 securities and 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 loans taken by others from
 banks or financial institutions.
 
 xvi. In our opinion and according to the information and explanations
 given to us, the term loans have been applied for the purposes for
 which they were obtained.
 
 xvii.  In our opinion and according to the information and explanations
 given to us and on an overall examination of the Balance Sheet, we
 report that funds raised on short term basis have not been used during
 the year for long- term investment.
 
 xviii.  According to the information and explanations given to us, the
 Company has not made any preferential allotment of shares to parties
 and companies covered in the register maintained under Section 301 of
 the Companies Act, 1956.
 
 xix. According to the information and explanations given to us, the
 Company has not issued any debentures during the period covered by our
 report.  Accordingly, the provisions of clause (xix) of the Order are
 not applicable to the Company.
 
 xx.  The Company has not raised any money by way of public issues
 during the year.
 
 xxi. To the best of our knowledge and according to the information and
 explanations given to us, no fraud by the Company and no fraud on the
 Company has been noticed or reported during the year.
 
                                          For DELOITTE HASKINS & SELLS
 
                                                 Chartered Accountants
 
                                       (Firm Registration No. 015125N)
 
                                                          ALKA CHADHA
 
 Mumbai                                                       Partner
 
 26 April, 2012                                (Membership No. 93474)