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Auditor Report of AMD Industries Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of AMD Industries Limited ('the company'), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement and a summary of significant accounting policies and other explanatory information for the year then ended.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters 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 the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, 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.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone 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 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 disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give 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 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 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 March 31,2015 and its profit and its 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, 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, 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 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 appears from our examination of those books;

c) the Balance Sheet, the 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 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 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 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 32(i)(c) to the financial statements

ii. There are no material forseeable losses on long term contracts including derivative contracts therefore, no such provision is required to be made.

iii. There are no instances of delay in transferring amount, required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure to the Independent Auditor's Report

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the standalone financial statements for the year ended 31 March 2015, we report that:

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

(ii) (a) The management of the Company has conducted the physical verification of inventory at reasonable intervals during the year.

(b) The procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company has maintained the proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) The Company has not granted any loans to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013 ('the Act').

(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 with regard to purchase of fixed assets and sale of goods. We have not observed any major weakness in the internal control system during the course of the audit.

(v) The Company has not accepted any deposits from the public.

(vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act.

(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 regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other material statutory dues with the appropriate authorities.

(b) According to the information and explanations given to us, below given dues of income tax, sales tax, wealth tax, service tax, value added tax and cess have not been deposited with the appropriate authorities on account of dispute:

(c) According to the information and explanations given to us the amount which were required to be transferred to the investor education and

S.No. Period of Demand Amount Involved Appeal pending before

1. A.Y. 1999-00 Rs.9,50,962/- Supreme Court to 2006-07

2. A.Y. 1999-00 Rs.31,18,745/- Supreme Court to 2006-07

3. A.Y. 2003-04 Rs.3,58,400/- UP Trade Tax Tribunal, Ghaziabad

4. F.Y. 2001-02 Rs.11,45,102/- Jt.Commissioner Appeal (Trade Tax) - III, Ghaziabad

5. F.Y. 2002-03 Rs.11,40,307/- Supreme Court

6. FY 2004-05 Rs.16,37,643/- Supreme Court

7. F Y 2001-02 Rs.2,00,000/- Labour Court-I, Ghaziabad

8. F.Y. 2005-06 Rs.4,74,111/- Commissioner Appeal (Trade Tax)-I, Ghaziabad

9. A Y 2005-2006 Rs.2,20,397/- Supreme Court

10. A Y 2012-13 Rs.28,97,299/- CESTAT, New Delhi

11. A Y 2007-2008 Rs.38,09,702/- High Court, Allahabad

12. F.Y. 2011-12 Rs.9,99,264/- High Court, Rajasthan



S.No. Period of Demand Particulars of demand

1. A.Y. 1999-00 Local Sales Tax raised by UP Local Sales to 2006-07 Tax Authorities.

2. A.Y. 1999-00 Central Sales Tax raised by UP Trade to 2006-07 tax Authorities.

3. A.Y. 2003-04 Demand raised by Assessing Authority u/s 21 of UP Trade Tax Act 1948

4. F.Y. 2001-02 Entry tax raised by UP Trade Tax Authorities

5. F.Y. 2002-03 Entry tax raised by UP trade tax Authorities

6. FY 2004-05 Entry tax raised by UP trade tax Authorities

7. F Y 2001-02 Labour Dispute

8. F.Y. 2005-06 Sales Tax Demand raised by UP trade tax Authorities

9. A Y 2005-2006 Entry tax raised by UP trade tax Authorities

10. A Y 2012-13 Excise Duty Demand raised by Excise Assessing Authorities. Filed an appeal with stay at CESAT, New Delhi.

11. A Y 2007-2008 Demand raised by Trade Tax Department.

12. F.Y. 2011-12 Entry Tax raised by Rajasthan Trade Tax Authorities.

protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under has been transferred to such fund within time.

(viii) Company has no accumulated losses at the end of the financial year. The company has not incurred cash losses in current financial year and in the immediately preceding financial year.

(ix) The Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders during the year.

(x) In our opinion and according to the information and the explanations given to us, the Company has given guarantee for loans taken by others from banks or financial institutions. The company has given corporate guarantees of Rupees Twenty three crores for loans taken by its subsidiaries from bank and financial institutions. The terms and other conditions, in our opinion are not prima facie prejudicial to the interest of the company.

(xi) The Company has utilised term loans for the purpose for which the loans were obtained.

(xii) According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For Suresh & Associates FRN: 003316N Chartered Accountants

(CA. Narendra Kumar Arora) Partner M. No. 088256 Date : 27.05.2015 Place : New Delhi


Mar 31, 2014

We have audited the accompanying financial statements of AMD Industries Limited ('the Company') which comprise the balance sheet as at 31st March 2014, 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.

1. Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

2. Auditor's Responsibility

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

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

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

3. Opinion

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

(i) in the case of the balance sheet, of the state of affairs of the Company as at 31st March 2014;

(ii) in the case of the statement of profit and loss, of the profit for the year ended on that date; and

(iii) in the case of the cash flow statement, of the cash flows for the year ended on that date.

4. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2003 ("the Order"), as amended, 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 subsection (3C) of section 211 of the Companies Act, 1956; and

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

ANNEXURE TO AUDITOR'S REPORT

Referred to Paragraph 4 of our report of even date attached

(i) a) The company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b) Some of the fixed assets of the company have been physically verified during the year by the management in accordance with program of verification, which in our opinion provide for physical verification of all the fixed assets at reasonable intervals. According to information and explanation given to us, no material discrepancies have been noticed on such verification.

c) No fixed assets have been disposed off during the year which may affect the going concern concept.

(ii) a) As explained to us, the inventory has been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable considering size and nature of the business.

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

c) In our opinion and according to information and explanation given to us, the company is maintaining proper records of inventory and no serious discrepancies have been noticed on physical verification.

(iii) a) The company has granted unsecured loan and advances of Rs.35,26,572/- to one company covered in the register maintained under section 301 of the Act.

b) In our opinion the rate of interest and other terms and conditions of loan and advances given by the company are prima facie not prejudicial to the interest of the company.

c) As per information given to us, the repayment of principal amount and interest are regular.

d) There has not been any instance of overdue exceeding rupees one lac during the year.

e) The company has taken unsecured loans of Rs.2,00,46,754.68/- from one company and Rs.4,00,41,757/- from three other parties , covered in the register maintained under section 301 of the Act.

f) The rate of interest and other terms and conditions of loans taken by the company are prima facie not prejudicial to the interest of the company.

g) As per information given to us, the repayment of principal amount and interest are regular.

(iv) In our opinion and according to information and explanation given to us, there are adequate internal control procedures commensurate with the size and nature of the company for purchase of inventory and fixed assets and sale of goods and services. There is no continuing failure to correct major weakness in internal control system.

(v) a) According to the information and explanation given to us, the company has entered into transaction pursuance of contract or arrangement entered in register maintained under section 301 of the Companies Act, 1956.

b) In our opinion and as per information given to us, such transactions are made at prevailing market price at the relevant time.

(vi) In our opinion and explanation given to us, the company has not accepted any public deposit and the directives issued by the RBI and the provisions of 58A and 58AA of the Act and rules framed there under, wherever applicable, have been complied with.

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

(viii) The maintenance of the cost record have been prescribed by the Central Government under section 209(1)(d) of Companies Act, 1956 to the company.

(ix) a) According to books of accounts examined by us and explanation given to us company is generally regular in depositing undisputed statutory dues and there are no undisputed statutory dues payable in respect of PF, ESI, Income Tax, Sales Tax, Wealth Tax Custom Duty, Excise Duty, Cess and other statutory dues which are outstanding as at 31st March, 2014 for the period of more than 6 months from the date they became payable.

b) According to information given to us certain dues of Sales Tax,Entry Tax,Excise Duty and other statutory dues have not been deposited by the company on account of dispute pending before concerned authority details of such dues are given below.

S. Period of Demand Amount Particulars of demand No. Involved

1 A.Y. 1999-00 Rs.9,50,962/- Local Sales Tax raised by to 2006-07 UP Local Sales Tax Authorities.

2. A.Y. 1999-00 Rs.31,18,745/- Central Sales Tax raised to 2006-07 by UP Trade tax Authorities. 3 A.Y. 2003-04 Rs.3,58,400/- Demand raised by Assessing Authority u/s 21,we have filed appeal against above order.

4 F.Y. 2001-02 Rs.11,45,102/- Entry tax raised by UP Trade Tax Authorities

5. F.Y. 2002-03 Rs.11,40,307/- Entry tax raised by UP trade tax Authorities

6. FY 2004-05 Rs.16,37,643/- Entry tax raised by UP trade tax Authorities 7. F Y 2001-02 Rs.2,00,000/- Labour Dispute

8. F.Y. 2005-06 Rs.4,74,111/- Sales Tax Demand raised by UP trade tax Authorities

9. F. Y. 2007-08 Rs.2,02,382/- Sales Tax demand raised by UP Trade tax Authorities Ghaziabad

10. F.Y. 2003-04 Rs.9,31,360/- Refund of Excise duty claim denied by Excise Authorities.

11. A Y 2005-2006 Rs.2,20,397/- Entry tax raised by UP ttrade ax Authorities

12. A Y 2012-13 Rs.28,97,299/- Excise Duty Demand raised by Excise Assessing Authorities. Filed an appeal with stay at CESTAT, New Delhi

13. A Y 2007 -2008 Rs.38,09,702/- Demand raised by Trade Tax Department. TheTribunal, Ghaziabad has given Order in our favor. The department appealed against the Tribunal Order.

14. F.Y. 2011-12 Rs.9,99,264/- Entry tax raised by Rajasthan trade tax Authorities.

S.No. Period of Demand Appeal pending before

1 A.Y. 1999-00 Supreme Court to 2006-07

2. A.Y. 1999-00 Supreme Court to 2006-07

3 A.Y. 2003-04 Tribunal Court, Ghaziabad

4 F.Y. 2001-02 Jt. Commissioner Appeal (trade tax)-III, Ghaziabad 5. F.Y. 2002-03 Supreme Court

6. FY 2004-05 Supreme Court

7. F Y 2001-02 Labour Court-I, Ghaziabad

8. F.Y. 2005-06 Commissioner Appeal (trad tax) -I, Ghaziabad

9. F. Y. 2007-08 Addl. Commissioner Appeal (trade tax)-III,

10. F.Y. 2003-04 CESTAT, R K Puram, New Delhi,

11. A Y 2005-2006 Supreme Court

12. A Y 2012-13 CESTAT, New Delhi

13. A Y 2007 -200 Hon'ble High Court, Allahabad

14. F.Y. 2011-12 Hon'ble High Court Rajasthan.

(x) There are no accumulated losses of the company. The company has also not incurred any cash losses during the financial year and nor in immediately preceding financial year.

(xi) As per explanation and information provided to us company has not defaulted in repayment of dues to a financial institution or banks.

(xii) The company has not granted loan and advances on basis of security by way of pledged of shares, debentures, other securities.

(xiii) In our opinion and according to the information and explanations given to us, the company is not a chit fund/nidhi/mutual benefit fund/ society.

(xiv) As per information given to us company is not dealing or trading in shares, securities, debentures and other investments.

(xv) In our opinion and according to the information and explanations given to us, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are not prime-facie prejudicial to the interest of the Company.

(xvi) To the best of our knowledge & belief and according to information given to us term loan availed by company are prima facie applied by company during the year for the purpose for which they are obtained.

(xvii) As per information & explanation given to us and overall examination of balance sheet of the company we report that funds raised on short-term basis have prima facie not been used for long-term investment and vice versa.

(xviii) As per information and explanation given to us the company has not made preferential allotment of shares to parties and companies covered in register maintained under section 301 of the Companies Act.

(xix) As per information and explanation given to us the company has not issued any debentures and no security has been created against the debenture.

(xx) During the year, company has not raised money by way public issue of equity shares.

(xxi) As per information and explanation given to us no fraud has been noticed or reported during the year.

For SURESH & ASSOCIATES. FRN : 003316N CHARTERED ACCOUNTANTS.

(CASURESH K. GUPTA) DATE : 28.05.2014 PARTNER PLACE: NEW DELHI M No. 080050


Mar 31, 2012

1. We have audited the attached Balance Sheet of AMD INDUSTRIES LIMITED as at 31st March, 2012, 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 have conducted 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 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 issued by the Central Government of India in terms of sub-section (4A) of section 227 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 above, we report that:-

(i) 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;

(ii) 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;

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

(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement, dealt with by this report, comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the directors, as on 31st March, 2012, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act. 1956;

(vi) 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 31st March, 2012 and

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

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

ANNEXURE TO AUDITOR'S REPORT

Referred to Paragraph 3 of our report of even date attached

(i) a) The company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b) Some of the fixed assets of the company have been physically verified during the year by the management in accordance with program of verification, which in our opinion provide for physical verification of all the fixed assets at reasonable intervals. According to information and explanation given to us, no material discrepancies have been noticed on such verification.

c) No fixed assets have been disposed off during the year which may affect the going concern concept.

(ii) a & b) As explained to us, the inventory has been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable considering size and nature of the business.

c) In our opinion and according to information and explanation given to us, the procedures of physical verification of inventory, followed by the management, are reasonable and adequate. No serious discrepancies have been noticed in physical verification.

(iii) a) The company has taken secured or unsecured loans from the entities, listed in the register maintained under section 301 of the Companies Act, 1956.

b) The rate of interest and other terms and conditions of loans are not prejudicial to the interest of the company.

c) As per information given to us, the repayment of principal amount and interest are regular.

d) There has not been any instance of overdue exceeding rupees one lac during the year.

(iv) In our opinion and according to information and explanation given to us, there are adequate internal control procedures commensurate with the size and nature of the company for purchase of inventory and fixed assets and sale of goods. There is no continuing failure to correct major weakness in internal control.

(v) a) According to the information and explanation given to us, the company has entered into transaction pursuance of contract or arrangement entered in register maintained under section 301 of the Companies Act, 1956.

b) In our opinion and as per information given to us, such transactions are made at prevailing market price.

(vi) In our opinion and explanation given to us, the company has not accepted any public deposit and the directives issued by the RBI and the provisions of 58Aand 58AAof the Act and rules framed there under, wherever applicable, have been complied with.

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

(viii) The maintenance of the cost record have not been prescribed by the Central Government under section 209(1 )(d) of Companies Act, 1956 to the company.

(ix) a) According to books of accounts examined by us and explanation given to us company is generally regular in depositing undisputed statutory dues and there are no undisputed statutory dues payable in respect of PF, ESI, Income Tax, Sales Tax, Wealth Tax Custom Duty, Excise Duty, Cess and other statutory dues.

b) According to information given to us certain dues of sales Tax/lncome-tax/custom duty/wealth tax/excise duty/cess have not been deposited by the company till 31.03.2012 on account of dispute pending before concerned authority details of such dues are given below.

S. Period Amount Description Appeal pending before No. 1 A.Y. 1999-00 9,50,962/- Local Sales Tax Supreme Court to 2006-07 raised by U.P. Local Sales Tax Authorities

2. A.Y. 1999-00 31,18,745/- Central Sales Tax Supreme Court to 2006-07 raised by U.P. Trade Tax Assessing Authorities

3. A.Y. 2002-03 1,34,83,805 Central Sales Remand back to Orig- Tax raised by inal assessing U.P. Trade Tax authority by Assessing Appellate Authority Authorities

4. A.Y. 2003-04 10,31,276/- Central Sales Adi. Commissioner Tax raised by Appeal (Trade Tax)- U.P. Trade Tax III, Ghaziabad Assessing Authorities

5. A.Y. 2001-02 11,45,102/- Entry tax raised Jt. Commissioner by UP Trade Tax Appeal (trade tax)- Authorities lll, Ghaziabad

6. A.Y. 2002-03 11,40,307/- Entry tax raised Supreme Court by UP Trade Tax Authorities

7. A.Y. 2004-05 16,37,643/- Entry tax raised Allahabad High Court by UP Trade Tax has dismissed the WP. Authorities The Company is in the process of filing of SLP before Hon'ble Supreme Court.

8. F.Y. 2001-02 2,00,000/- Labour Dispute Labour Court-1, Ghaziabad

9. A.Y. 2005-06 4,74,111/- Central Sales Commissioner Appeal Tax raised by (trade tax)-l, U.P. Trade Tax Ghaziabad Assessing Authorities

10. A.Y. 2007-08 2,02,382/- Trade Tax raised Addl. Commissioner by U.P. Trade Appeal (Trade Tax) Tax Assessing -III, Ghaziabad Authorities. S. Period Amount Description Appeal pending before No.

11. A.Y. 2003-04 9,31,360/- Refund claim Central Excise, denied by Excise Service Tax Appell- Authorities. ate Tribunal, New Delhi

12. A.Y. 2003-04 1,10,000/- Interest on Remand back to Excise Duty Dy. Commissioner, raised by Central Excise Commissioner Ghaziabad by Appell- Appeal, ate Authority Ghaziabad 13. A.Y 2005-06 2,20,397/- Entry tax raised Supreme Court by UP Trade Tax Authorities

14. A.Y 2007-08 38,09,702/- UPVAT raised due Addl. Commissioner to Classifica- (Appeals) Ghaziabad tion of Preform by Assessing Authorities

15. A.Y 2010-11 3,22,000/- Claim filed Deputy Commissioner, under the Nimri Colony, Ashok Employee Vihar, New Delhi Compensation Act, 1923.

(x) There are no accumulated losses of the company. The company has also not incurred any cash losses during the financial year and nor in immediately preceding financial year.

(xi) As per explanation and information provided to us company has not defaulted in repayment of dues to a financial institution or banks.

(xii) The company has not granted loan and advances on basis of security by way of pledged of shares, debentures, other securities.

(xiii) Provisions of clause (xiii) are not applicable to the company.

(xiv) As per information given to us company is not dealing or trading in shares, securities, debentures and other investments.

(xv) In our opinion and according to the information and explanations given to us, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are not prime-facie prejudicial to the interest of the Company.

(xvi) To the best of our knowledge & belief and according to information given to us term loan availed by company were prima facie applied by company during the year for the purpose for which they were obtained.

(xvii) As per information & explanation given to us and overall examination of balance sheet of the company we report that funds raised on short-term basis have prima facie not been used for long-term investment and vice versa. ,

(xviii) As per information and explanation given to us the company has not made preferential allotment of shares to parties and companies covered in register maintained under section 301 of the Companies Act.

(xix) As per information & explanation given to us the company has not issued any debentures and no security has been created against the debenture.

(xx) During the year, company has not raised money by way public issue of equity shares.

(xxi) As per information & explanation given to us no fraud has been noticed or reported during the year.

For SURESH & ASSOCIATES

FRN: 003316N CHARTERED ACCOUNTANTS

Place: New Delhi.

Date: 23th May, 2012 (CA NARENDRA ARORA)

PARTNER

M No. 088256

FRN: 003316N


Mar 31, 2011

1. We have audited the attached Balance Sheet of AMD INDUSTRIES LIMITED 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 have conducted 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 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 issued by the Central Government of India in terms of sub-section (4A) of section 227 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 ourcomments in the Annexure referred to above, we report that-

(i) 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;

(ii) 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;

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

(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement, dealt with by this report, comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the directors, as on 31st March, 2011, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31th March 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act. 1956;

(vi) 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 31st March, 2011 and

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

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

ANNEXURE TO AUDITOR'S REPORT Referred to Paragraph 3 of our report of even date attached

(I) a) The company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b) Some of the fixed assets of the company have been physically verified during the year by the management in accordance with program of verification, which in our opinion provide for physical verification of all the fixed assets at reasonable intervals. According to information and explanation given to us, no material discrepancies have been noticed on such verification.

c) No fixed assets have been disposed off during the year which may affect the going concern concept.

(ii) a & b) As explained to us, the inventory has been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable considering size and nature of the business.

c) In our opinion and according to information and explanation given to us, the procedures of physical verification of inventory, followed by the management, are reasonable and adequate. No serious discrepancies have been noticed in physical verification.

(iii) a) The company has taken secured or unsecured loans from the entities, listed in the register maintained under section 301 of the Companies Act, 1956.

b) The rate of interest and other terms and conditions of loans are not prejudicial to the interest of the company.

c) As per information given to us, the repayment of principal amount and interest are regular.

d) There has not been any instance of overdue exceeding rupees one lac during the year.

(iv) In our opinion and according to information and explanation given to us, there are adequate internal control procedures commensurate with the size and nature of the company for purchase of inventory and fixed assets and sale of goods. There is no continuing failure to correct major weakness in internal control.

(v) a) According to the information and explanation given to us, the company has entered into transaction pursuance of contract or arrangement entered in register maintained under section 301 of the Companies Act, 1956.

b) In respect of the transactions made in pursuance of such contracts or arrangements and exceeding value Rupees five lacs in respect of any party during the year, because of the absence of the comparable prices and variation in the quality of the goods involved, we are unable to comment whether the transaction were made at prevailing market prices at the relevant time.

(vi) In our opinion and explanation given to us, the company has not accepted any public deposit and the directives issued by the RBI and the provisions of 58A and 58AA of the Act and rules framed there under, wherever applicable, have been complied with.

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

(viii) The maintenance of the cost record have not been prescribed by the Central Government under section 209(1 )(d) of Companies Act, 1956 to the company.

(ix) a) According to books of accounts examined by us and explanation given to us company is generally regular in depositing undisputed statutory dues and there are no undisputed statutory dues payable in respect of PF, ESI, Income Tax, Sales Tax, Wealth Tax Custom Duty, Excise Duty, Cess and other statutory dues which are outstanding as at 31st March, 2011 for the period of more than 6 months from the date they became payable.

b) According to information given to us certain dues of sales Tax/income-tax/custom duty/wealth tax/excise duty/cess have not been deposited by the company on account of dispute pending before concerned authority details of such dues are given below.

Sl. Period Amount Description No.

1. A.Y. 1999-00 to 2006-07 9,50,962/- Trade Tax raised by U.P. Trade Tax Assessing Authorities

2. A.Y. 1999-00 to 2006-07 31,18,745/- Central Sales Tax raised by U.P. Trade Tax Assessing Authorities

3. A.Y. 2002-03 1,34,83,805 Central Sales Tax raised by U.P. Trade Tax Assessing Authorities

4. A.Y. 2003-04 10,31,276/- Central Sales Tax raised by U.P. Trade Tax Assessing Authorities

5. A.Y.2001-02 19,07,102/- Entry tax raised by UP Trade Tax Authorities

6. A.Y. 2002-03 11,40,297/- Entry tax raised by UP Trade Tax Authorities

7. A.Y. 2004-05 & 2005-06 18,58,040/- Entry tax raised by UP Trade Tax Authorities

8. F.Y. 2001-02 2,00,000/- Labour Dispute

9. A.Y. 2005-06 4,47,623/- Central Sales Tax raised by U.P. Trade Tax Assessing Authorities

10. A.Y. 2007-2008 2,02,382/- Trade Tax raised by U.P Trade Tax Assessing Authorities.

11. A.Y. 2003-04 9,31,360/- Refund claim denied by Excise Authorities.

12. A.Y. 2003-04 1,10,000/- Interest on Excise Duty raised by Commissioner Appeal,Ghaziabad

13. F.Y. 2004-05 41,20,000/- Amount disallowed by Income Tax Assessing Authority

14. A.Y. 2006-07 1,02,55,306/- Sales Tax Demand Raised by Assessing Authorities under Rajasthan Vat Act & Rajasthan CSTAct

Period Appeal pending before

A.Y. 1990-00 to 2006-07 Supreme Court

A.Y. 1999-00 to 2006-07 Supreme Court

A.Y. 2002-03 Remand back to Original assessing authority by Appellate Authority

A.Y. 2003-04 Adl. Commissioner Appeal (Trade Tax)-lll Ghaziabad

A.Y. 2001-02 Jt. Commissioner Appeal (trade tax)-111 Ghaziabad

A.Y. 2002-03 Allahabad High Court

A.Y. 2004-05 & 2005-06 Allahabad High Court

F.Y. 2001-02 Labour Court-2, Ghaziabad

A.Y. 2005-06 Commissioner Appeal (trade tax)-l, Ghaziabad

A.Y. 2007-2008 Addl. Commissioner Appeal (Commercial Tax)-lll, Ghaziabad

A.Y. 2003-04 Remand back to Dy. Commissioner. Centra Excise.Ghaziabad by Appellate Authority

A.Y. 2003-04 Remand back to Dy. Commissioner, Central Excise.Ghaziabad by Appellate Authority

F.Y. 2004-05 High Court, Delhi

A.Y. 2006-07 Deputy Commissioner (Appeal).Alwar

(x) There are no accumulated losses of the company. The company has also not incurred any cash losses during the financial year and nor in immediately preceding financial year.

(xi) As per explanation and information provided to us company has not defaulted in repayment of dues to a financial institution or banks.

(xii) The company has not granted loan and advances on basis of security by way of pledged of shares, debentures, other securities.

(xiii) Provisions of clause (xiii) are not applicable to the company.

(xiv) As per information given to us company is not dealing or trading in shares, securities, debentures and other investments.

(xv) In our opinion and according to the information and explanations given to us, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are not prime-facie prejudicial to the interest of the Company.

(xvi) To the best of our knowledge & belief and according to information given to us term loan availed by company were prima facie applied by company during the year for the purpose for which they were obtained.

(xvii) As per information & explanation given to us and overall examination of balance sheet of the company we report that funds raised on short-term basis have prima facie not been used for long-term investment and vice versa.

(xviii) As per information and explanation given to us the company has not made preferential allotment of shares to parties and companies covered in register maintained under section 301 of the Companies Act.

(xix) As per information & explanation given to us the company has not issued any debentures and no security has been created against the debenture.

(xx) During the year, company has not raised money by way public issue of equity shares.

(xxi) As per information & explanation given to us no fraud has been noticed or reported during the year.

For SURESH & ASSOCIATES CHARTERED ACCOUNTANTS

(CA NARENDRA ARORA) PARTNER M No.088256 FRN: 003316N

Date : 27th May, 2011 Place: New Delhi.


Mar 31, 2010

1. We have audited the attached Balance Sheet of AMD INDUSTRIES LIMITED 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 have conducted 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 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 (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act. 1956, 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 above, we report that:- (i) 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 ; (ii) 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 ; (iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement, dealt with by this report, are in agreement with the books of account ;

(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement, dealt with by this report, comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ;

(v) On the basis of written representations received from the directors, as on 31st March, 2010, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act. 1956 ;

(vi) 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 31st March, 2010 and

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

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

ANNEXURE TO AUDITORS REPORT Referred to Paragraph 3 of our report of even date attached

(I) a) The company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b) Some of the fixed assets of the company have been physically verified during the year by the management in accordance with program of verification, which in our opinion provide for physical verification of all the fixed assets at reasonable intervals. According to information and explanation given to us, no material discrepancies has been noticed on such verification.

c) No fixed assets have been disposed off during the year which may affect the going concern concept.

(ii) a&b) As explained to us, the inventory has been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable considering size and nature of the business.

c) In our opinion and according to information and explanation given to us, the procedure of physical verification of inventory, followed by the management, are reasonable and adequate. No serious discrepancies have been noticed in physical verification.

(iii) a) The company has taken secured or unsecured loans from the entities, listed in the register maintained under section 301 of the Companies Act, 1956.

b) The rate of interest and other terms and conditions of loans are not prejudicial to the interest of the company.

c) As per information given to us, the repayment of principal amount and interest are regular.

d) There has not been any instance of overdue exceeding rupees one lac during the year.

(iv) In our opinion and according to information and explanation given to us, there are adequate internal control procedures commensurate with the size and nature of the company for purchase of inventory and fixed assets and sale of goods. There is no continuing failure to correct major weakness in internal control.

(v) a) According to the information and explanation given to us, the company has entered into transaction pursuance of contract or arrangement entered in register maintained under section 301 of the Companies Act, 1956.

b) In our opinion and as per information given to us, such transactions are made at prevailing market price.

(vi) In our opinion and explanation given to us, the company has not accepted any public deposit and the directives issued by the RBI and the provisions of 58A and 58AA of the Act and rules framed there under, wherever applicable, have been complied with.

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

(viii) The maintenance of the cost record have not been prescribed by the Central Government under section 209(1)(d) of Companies Act, 1956 to the company.

(ix) a) According to books of accounts examined by us and explanation given to us company is generally regular in depositing undisputed statutory dues and there are no undisputed statutory dues payable in respect of PF, ESI, Income Tax, Sales Tax, Wealth Tax Custom Duty, Excise Duty, Cess and other statutory dues which are outstanding as at 31st March, 2010 for the period of more than 6 months from the date they became payable.

b) According to information given to us certain dues of sales Tax/Income-tax/custom duty/wealth tax/excise duty/cess have not been deposited by the company on account of dispute pending before concerned authority details of such dues are given below.

S.No.Period of Amount Particulars of Appeal Pending demand Involved demand Before

1 A.Y.1999-00 to 2006-07 9,50,962/- Local Sale tax raised by UP Supreme Court trade tax Authorities

2 A.Y.1999-00 to 2006-07 31,18,745/- Central Sale tax raised by Supreme Court UP trade tax Authorities

3 A.Y. 2001-02 95,098/- Local sale tax demand arise Jt.Commissioner Appeal due to non- submission of (trade Tax)-III, Ghaziabad export certificate raised by UP trade tax Authorities

4 A.Y. 2002-03 2,61,414/- Local sale tax demand arise Jt.Commissioner Appeal due to non- submission of export (trade Tax)-III, Ghaziabad certificate raised by UP trade tax Authorities

5 F.Y. 2001-02 19,07,102/- Entry tax raised by UP trade tax Jt.Commissioner Appeal Authorities (trade Tax)-III, Ghaziabad

6 F.Y. 2002-03 11,40,297/- Entry tax raised by UP trade tax Jt.Commissioner Appeal Authorities (trade Tax)-III, Ghaziabad

7 21.01.2004 to 31.03.2007 18,58,040/- Entry tax on HSD & LDO Allahbad High Court raised by UP State Govt.

8 2001-2002 2,00,000/- Labour Dispute Labour Court-I, Ghaziabad

9 F Y 2005-06 4,74,111/- Sales Tax Demand raised by UP Commissioner Appeal trade tax Authorities (trade Tax)-I, Ghaziabad

10 F.Y. 2007-2008 30,740/- Service Tax demand and Penalty Jt.Commissioner Appeal raised by UP trade tax Authorities (trade Tax)-III, Ghaziabad



(x) There are no accumulated losses of the company. The company has also not incurred any cash losses during the financial year and nor in immediately proceeding financial year.

(xi) As per explanation and information provided to us company has not defaulted in repayment of dues to a financial institution or banks.

(xii) The company has not granted loan and advances on basis of security by way of pledged of shares, debentures, other securities.

(xiii) Provisions of clause (xiii) are not applicable to the company.

(xiv) As per information given to us company is not dealing or trading in shares, securities, debentures and other investments.

(xv) In our opinion and according to the information and explanations given to us, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are not prime-facie prejudicial to the interest of the Company.

(xvi) To the best of our knowledge & belief and according to information given to us term loan availed by company were prima facie applied by company during the year for the purpose for which they were obtained

(xvii) As per information & explanation given to us and overall examination of balance sheet of the company we report that funds raised on short-term basis have prima facie not been used for long-term investment and vice versa.

(xviii) As per information and explanation given to us the company has not made preferential allotment of shares to parties and companies covered in register maintained under section 301 of the Companies Act.

(xix) As per information & explanation given to us the company has not issued any debentures and no security has been created against the debenture.

(xx) During the year, company has not raised money by way public issue of equity shares.

(xxi) As per information & explanation given to us no fraud has been noticed or reported during the year.

For SURESH & ASSOCIATES

CHARTERED ACCOUNTANTS



(CA NARENDRA ARORA)

PARTNER

Date: 25th May, 2010 M No. 088256

Place: New Delhi. FRN: 003316N



 
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