Agio Paper & Industries Ltd Auditors Report.

To the Members of AGIO PAPER & INDUSTRIES LIMITED

Report on the Audit of the Financial Statements

Qualified Opinion

We have audited the accompanying Ind AS financial statements of Agio Paper & Industries Limited ("the Company"), which comprise the Balance Sheet as at March 31 2019, the Statement of Profit & Loss (including the Statement of Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and notes to the financial statements, including a summary of significant accoun ng policies and other explanatory informa on (hereina er referred to as "the financial statements").

In our opinion and to the best of our informaon and according to the explanaons given to us, except for the effects of the matter described in the Basis for Qualified Opinion section of our report, the aforesaid financial statements give the informaon required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the 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 a airs of the Company as at March 31, 2019 and loss (including other comprehensive income), changes in equity and its cash ows for the year ended on that date.

Basis for Qualified Opinion

We draw a enon to the note no. 34 of the financial statement regarding suspension of the operaon at the factory due to reasons menoned in the note and disposal of substanal poron of the plant & machinery and capital work in progress. These condions indicate material uncertainty that may cast significant doubt about the Companys ability to connue as a going concern. However, the statement has been prepared on a going concern basis for the reasons stated in the above menoned note. The appropriateness of the said basis is inter alia dependent on the Companys ability to infuse requisite funds for meeng its obligaons, and resuming operaons.

We conducted our audit in accordance with the Standards on Auding (SAs) speci ed under section 143(10) of the Act. Our responsibilies under those Standards are further described in the Auditors Responsibili es for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Instut e of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules there under, and we have ful lled our other ethical responsibilies in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is su cient and appropriate to provide a basis for our Qualified opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most signi cance in our audit of the financial statements for the financial year ended March 31, 2019. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined that there are no key audit matters to be communicated in our report.

Informaon other than the Financial Statements and Auditors Report thereon

The Companys Board of Directors is responsible for the preparaon of the other in formaon. The other informaon comprises the informaon included in the Annual Report, but does not include financial statements and our auditors report thereon.

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

In connecon with our audit of the financial statements, our responsibility is to read the other informaon and, in doing so, consider whether the other informaon is materially inconsistent with the financial statements or our knowledge obtained 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 misstatement of this other informaon, w e are required to report that fact. We

have nothing to report in this regard.

Managements Responsibility for the Financial Statements

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparaon of these financial statements that give a true and fair view of the financial posion, financial performance including other comprehensive income, cash ows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) speci ed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for prevenng and detecng frauds and other irregularies; selecon and applicaon of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementaon and maintenance of adequate internal financial controls, that were operang e ecv ely for ensuring the accuracy and completeness of the accounting records, relevant to the preparaon and presentaon of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Companys ability to connue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operaons, or has no realisc alternav e but to do so.

Those charged with governance are also responsible for overseeing the Companys financial reporng process.

Auditors Responsibilies for the Audit of the Financial Statements

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

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

a. Idenf y and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is su cient and appropriate to provide a basis for our opinion. The risk of not detecng a material misstatement resulng from fraud is higher than for one resulng from error, as fraud may involve collusion, forgery, intenonal omissions, misrepresentaons, or the override of internal control.

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

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

d. Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or condions tha t may cast significant doubt on the Companys ability to connue as a going concern. If we conclude that a material uncertainty exists, we are required to draw a enon in our auditors report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or condions may cause the Company to cease to connue as a going concern.

e. Evaluate the overall presentaon, s tructure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentaon.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be in uenced. We consider quant av e materiality and qualitav e factors in (i) planning the scope of our audit work and in evaluang the results of our work; and (ii) to evaluate the effect of any iden ed misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and ming of the audit and significant audit ndings, including any significant deficiencies in internal control that we idenfy during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relaonships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most signi cance in the audit of the financial statements for the financial year ended March 31, 2019 and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulaon precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest bene ts of such communicaon.

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditors 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 speci ed in paragraphs 3 and 4 of the Order.

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

i. We have sought and obtained all the informaon and explanaons which to the best of our knowledge and belief are necessary for the purpose of our audit.

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

iii. The Balance Sheet, Statement of Profit & Loss (including other comprehensive income), Statement of Cash Flows and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

iv. In our opinion, except for the matter referred to in "Basis for Qualified Opinion" section of our report, the aforesaid financial statements comply with the accounting standards speci ed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended from me to me.

v. The matter described in the Basis for Qualified Opinion paragraph above, in our opinion,may have an adverse effect on the funconing of the Company.

vi. On the basis of wri en representaons received from the Directors as on March 31, 2019 taken on record by the Board of Directors, none of the directors is disQualified as on March 31, 2019 from being appointed as a director in terms of section 164(2) of the Act.

vii. The qualificaon relating to the maintenance of accounts and other matters connected therewith is as stated in the Basis for Qualified Opinion paragraph above.

viii. With respect to the adequacy of the internal financial controls over financial reporng of the Company and the operang effectiveness of such controls, refer to our separate Report in "Annexure B".

ix. With respect to the other matters to be included in the Auditors Report in accordance withthe requirements of section 197(16) of the Act, as amended:

The Company has not paid any managerial remuneraon to its Directors.

x. With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our informaon and according to the explanaons given to us:

i) The Company has disclosed the impact of pending lig aon as on March 31, 2019 on its financial posion in its financial statement refer note no. 32

ii) The Company did not have any long-term contracts including derivav e contracts for which there were any material foreseeable losses.

iii) There were no amounts which were required to be transferred to the Investor Education and Protecon Fund by the Company during the year.

For J K V S & CO
(Formerly Jitendra K Agarwal & Associates)
Chartered Accountants
Firm Registraon No.308186E
Abhishek Mohta
Place: Kolkata Partner
Date: May 30, 2019 Membership No.066653

ANNEXURE A TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements section of our report to the Members of Agio Paper & Industries Limited of even date)

i. In respect of the Companys xed assets:

a) The Company has maintained proper records showing full par culars, including quantative details and situaon of property, plant & equipments.

b) According to the explanation provided to us by the management, due to non-operti}on of factory during the whole year, physical verification of the property, plant and equipments could not be carried out.

c) According to the informaon and explanaons given to us and on the basis of our examinaon of the records of the Company, the tle deeds of immovable properes are held in the name of the Company as at the balance sheet date.

ii. According to the informaon and explanaon given to us, the inventories (excluding inventories lying with third pares), ha ve been physically veri ed by the internal auditors during the year. The discrepancies noted on physical veri caon between the physical stock and the book records were not material.

iii. According to the informaon and explanaons given to us, the Company has not granted any loans secured or unsecured to companies, rms, limited liability partnerships or pares covered in the register maintained under section 189 of the Act. Accordingly, paragraph 3(iii) of the Order is not applicable to the Company.

iv. In our opinion and according to the informaon and explanaon provided to us, the Company has not made any loans or investments during the year. The Company has neither issued any guarantee nor has provided any security on behalf of any party.

v. The Company has not accepted deposits from public within the meaning of section 73 to 76 of the Act and the Rules framed there under to the extent no ed.

vi. According to the informaon and explanaons given to us, the maintenance of cost records under section 148(1) of the Act has not been prescribed and as such, paragraph 3(vi) of the Order is not applicable to the Company.

vii. According to the information and explanations given to us and on the basis of our examination of the books of account:

a) The Company has generally been regular in deposing to the appropriate authories undisputed statutory dues including provident fund, employees state insurance, income tax, duty of customs, goods & service tax, cess and other statutory dues. No undisputed statutory dues as above were outstanding as at March 31, 2019 for a period of more than six months from the date they became payable.

b) According to the informaon and explanaon given to us, the details of disputed dues of income tax, sales tax, service tax, duty of customs, duty of excise& value added tax, which have not been deposited and the forum where the dispute is pending as on March 31, 2019 are as under :-

Name of the Statute Nature of the Dues Amount in Rs. Period to which the amount relates Forum where dispute is pending
The Central Excise Act, 1944 CENVAT Claims 320,192 1991-92 to 1992-93 Central Excise & Service Tax Appellate Tribunal, New Delhi
Income Tax Act, 1961 Income Tax 550,000 AY 2007-08 Deputy Commissioner (Appeals)

i. Based on our audit procedures and according to the informaon and explanaon given to us, we are of the opinion that the company has not defaulted in repayment of dues to banks. Based on the audit procedures and on the basis of informa on and explana ons given by the management, the company did not have any outstanding debentures or dues to the financial instuon during the year.

ii. According to the informaon and explanaon given to us and based on our overall examinaon of the books of accounts, we report that the company has not availed any term loan facility during the year. Furthermore, the company has neither raised moneys through inial public o er nor through further public o er during the year.

iii. During the course of our examinaon of books of account carried out in accordance with generally accepted auding pracces in India, we have neither come across any incidence of material fraud by the Company or on the Company by its o cers or employees nor have we been informed of any such cases by the management.

iv. According to the informaon and explanaons given to us and based on our examinaon of the records of the Company, during the year the Company has not paid any managerial remuneraon accordingly, the provisions of section 197 of the Act read with Schedule V of the Act is not applicable on the Company.

v. In our opinion and according to the informaon and explanaon given to us, the Company is not a Nidhi Company and hence reporng under clause 3 (xii) of the Order is not applicable to the Company.

vi. In our opinion and according to the informaon and explanaons given to us, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013 where applicable, for all transactions with the related pares and the details of related party transactions have been disclosed in the financial statements as required by the applicable accounting standards.

vii. According to the informaon and explanaon given to us and based on our examinaon of the records of the Company, the Company has made preferenal allotment of 60,000 preference shares of Rs. 100 each during the year. The requirements of section 42 of the Act have been complied with and the amount raised is used for the purpose of which the funds were raised.

viii. In our opinion and according to the informaon and explanaons given to us, during the year the Company has not entered into any non-cash transactions with its Directors or persons connected to its directors and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.

ix. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the company.

For J K V S & CO
(Formerly Jitendra K Agarwal & Associates)
Chartered Accountants
Firm Registraon No.308186E
Abhishek Mohta
Place: Kolkata Partner
Date: May 30, 2019 Membership No.066653

ANNEXURE "B" TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 2 (vi) under Report on Other Legal and Regulatory Requirements section of our report to the Members of Agio Paper & Industries Ltd. of even date)

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

We have audited the internal financial controls with reference to financial statement of Agio Paper & Industries Ltd. ("the Company") as of March 31, 2019 in conjuncon with our audit of the financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Board of Directors of the company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporng criteria established by the Company considering the essenal components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporng issued by the Instut e of Chartered Accountants of India (ICAI). These responsibili es include the design, implementa on and maintenance of adequate internal financial controls that were operang e ecv ely for ensuring the orderly and e cient conduct of its business, including adherence to respecv e companys policies , the safeguarding of its assets, the prevenon and de tecon of fr auds and errors, the accuracy and completeness of the accoun ng records, and the mely prepara on of reliable financial informaon, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the internal financial controls with reference to financial statement based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporng (the "Guidance Note") issued by the Instut e of Chartered Accountants of India and the Standards on Auding prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. 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 with reference to financial statement was established and maintained and if such controls operated e ecv ely in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to financial statement and their operang effectiveness. Our audit of internal financial controls with reference to financial statement included obtaining an understanding of internal financial controls with reference to financial statement, assessing the risk that a material weakness exists, and tesng and evaluang the design and operang effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, 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 su cient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system with reference to financial statement.

Meaning of Internal Financial Controls Over Financial Reporng

A companys internal financial control with reference to financial statement is a process designed to provide reasonable assurance regarding the reliability of financial reporng and the preparaon of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control with reference to financial statement includes those policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reffect the transactions and disposions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparaon 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 authorizaons of management and directors of the company; and (3) provide reasonable assurance regarding prevenon or mely detecon of unauthorized acquision, use, or disposion of the companys assets that could have a material effect on the financial statements.

Limitaons of Internal Financial Controls Over Financial Reporng

Because of the inherent limitaons of internal financial controls with reference to financial statement, 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 reporng to future periods are subject to the risk that the internal financial control with reference to financial statement may become inadequate because of changes in condions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our informaon and according to the explanaons given to us, the Company has, in all material respects, an adequate internal financial controls system with reference to financial statement and such internal financial controls with reference to financial statement were operang e ecv ely as at March 31, 2019, based on the internal control with reference to financial statement 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 Reporng issued by the Institute of Chartered Accountants of India (ICAI).

For J K V S & CO
(Formerly Jitendra K Agarwal & Associates)
Chartered Accountants
Firm Registraon No.308186E
Abhishek Mohta
Place: Kolkata Partner
Date: May 30, 2019 Membership No.066653