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Auditor Report of Amtek Auto Ltd.

Mar 31, 2016

We have audited the accompanying Standalone financial statements of Amtek Auto Limited ("the company"), which comprise the balance sheet as at 31st March 2016, the statement of profit and loss for the six months ended 31st March 2016, the cash flow statement for the six months ended on that date, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

The company''s board of directors is responsible for the matters specified 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 provisions 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 adequate 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these 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 standalone financial statements are free from material misstatement.

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

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

Opinion

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

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub section (11) of section 143 of the act, we give in the annexure A , a statement on the matters specified in paragraph 3 & 4 of the Order.

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

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

b) In our opinion, proper books of account as required by law have been kept by the company so far as 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 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 31st March 2016 and taken on record by the board of directors, none of the directors is disqualified as on 31st March 2016, from being appointed as a director in terms of Section 164(2) of the Act;

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

g) With respect to the other matters included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit & Auditors) Rules, 2014, in our opinion and to 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 standalone financial statements (Refer to Note 29).

ii) The company did not have any long-term contract including derivatives contract for which there were any material foreseeable losses.

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the company.

The Annexure referred to in Independent Auditors'' Report to the members of the Company on the standalone financial statements for the six months ended 31st March 2016.

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

(b) As explained to us, fixed assets, according to the practice of the Company, have been physically verified by the management at reasonable intervals. In our opinion, the frequency of physical verification of fixed assets is reasonable having regard to the size of the Company and nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such physical verification.

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

(ii) We have been informed that the inventories are physically verified during the period by the management at reasonable intervals. The frequency of physical verification, in our opinion, is reasonable having regard to the size of the company and nature of its business. The discrepancies noticed on verification between the physical inventories and the book records were not material in relation to the operation of the Company and the same have been properly dealt with in the books of account.

(iii) The company has granted unsecured loans to companies covered in the register maintained under Section 189 of the Companies Act, 2013 during the period under review:

(a) The terms and conditions of grant of such loan are not prejudicial to the interest of the company.

(b) The schedule of repayment is stipulated and there is no irregularity in this regard.

(c) No amount is overdue for more than 90 days as on 31st March, 2016.

(iv) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and 186 of the Companies Act 2013 in respect of loans, investments, guarantees and security.

(v) Since the company has not accepted any deposit from public, the directives issued by the Reserve Bank of India and the provisions of section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under with regard to the deposits accepted from the public are not applicable.

(vi) The Central Government has prescribed the maintenance of cost records under section (1) of section 148 of the Companies Act, and on the basis of records produced before us for our verification; we are of the opinion that, prima facie, the prescribed accounts and cost records have been maintained. However we are neither required to carry out nor have carried out any detailed examination of such accounts & records.

(vii) (a) According to the information and explanations given to us and as per the records of the company, the company has been regular in depositing undisputed statutory dues including provident fund, income tax, service tax, duty of custom, duty of excise, value added tax, cess and other statutory dues with appropriate authorities during the six months ended 31st March 2016.

According to the information and explanations given to us, no disputed amounts payable in respect of aforesaid dues were in arrears as at 31st March 2016 for a period of more than six months from the date they become payable.

(b) According to information and explanations given to us, the dues of income tax, sales tax, service tax, custom duty, excise duty, value added tax and cess which have not been deposited on account of matters pending before appropriate authorities are as follows:-

Sr. Name of the Statute Nature Period to which No. of Dues the amount relates

1 Income Tax Act, 1961 Income Tax Block Assessement from A.Y. 2005-06 to 2010-11

TOTAL



Name of the Statute Forum where Amount dispute is (Rs. pending in lacs)

Income tax Act,1961 Income Tax Appellant Tribunal, Delhi 825.92

TOTAL 825.92

(viii) According to the information and explanations given to us and as per our verification of the records of the company, there had been delays in payment of installments and Interest on term loan to the banks during the six months ending 31st March 2016. The same have been given in details in Note No. 2.31.

(ix) According to the information and explanations given to us and as per our verification of the records of the company, the Company has not raised moneys by way of initial public offer or further public offer (including Debt instruments). The term loans availed by the company have been applied for the purpose for which the loans were obtained.

(x) According to the information and explanations given to us, no fraud by the company or on the company by its officers or employees has been noticed or reported during the six months ended 31st March 2016.

(xi) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

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

(xiii) According to the information and explanations given to us and as per our verification of the records of the company all transactions with the related parties are in compliance with the Sections 177 and 188 of the Companies Act,2013 where applicable and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and as per our verification of the records of the company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the period under review. Accordingly, the provisions of Clause 3 (xiv) of the order are not applicable to the Company.

(xv) According to the information and explanations given to us and as per our verification of the records of the company, the company has not entered into any non-cash transactions with directors or persons connected with it .Accordingly, the provisions of Clause 3 (xv) of the order are not applicable to the Company.

(xvi) In our opinion, 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 & on behalf of

Manoj Mohan & Associates

Chartered Accountants

ICAI Firm Regd. No.009195C



Sd/-

(Manoj Kumar Agarwal)

Place : New Delhi Partner

Dated:30th May, 2016 Membership No -76980


Sep 30, 2015

We have audited the accompanying Standalone financial statements of AMTEK AUTO LIMITED ("the company"), which comprise the balance sheet as at 30th September 2015, the statement of profit and loss & the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The company's board of directors is responsible for the matters specified 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 provisions 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 adequate 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 Standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these 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 Standalone financial statements are free from material misstatement.

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

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

Opinion

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

a) in the case of the balance sheet, of the state of affairs of the company as at September 30, 2015;

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

c) in the case of the cash flow statement, of the cash flow 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 annexure - 1, a statement on the matters specified in paragraph 3 & 4 of the Order.

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

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

b) In our opinion, proper books of account as required by law have been kept by the company so far as 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 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 30th September 2015, taken on record by the board of directors, none of the directors is disqualified as on 30th September 2015, from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the other matters included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit & Auditors) Rules, 2014, in our opinion and to our 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 Standalone financial statements (Refer to note no- 2.27).

ii) The company did not have any long-term contract including derivatives contract for which there were any material foreseeable losses.

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the company.

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

(b) All the fixed assets have been physically verified by the management during the year. There is a regular program of verification, which, in our opinion, is reasonable having regard to the size of the company and nature of its assets. As per the information/reports submitted by the company, no material discrepancies have been noticed on such verification.

(ii) (a) We have been informed that the inventory of stores and spares are physically verified during the year by the management on a continuous basis as per program of perpetual inventory. The inventories of other items have been physically verified at the year-end. The frequency of physical verification, in our opinion, is reasonable having regard to the size of the company and nature of its business.

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

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification by the management between the physical stock and book records, though not material, have been properly dealt within the books of account and are not material.

(iii) (a) The Company during the year under report, has given granted unsecured loans and advances to its Subsidiaries, associates, joint ventures, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013 ('the Act'). The balance outstanding as at the end of the year and maximum balance at any time during the year was Rs. 1,22,590.29 lacs and Rs. 1,22,590.29 Lacs respectively.

(b) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other terms and conditions are not prima-facie prejudicial to the interest of the company.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the company and nature of its business, with regard to the purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the company.

(v) Since the company has not accepted any deposit from public, the provisions of section 73 to 76 and the rules framed there under with regard to filing of statutory returns as required under these provisions and the relevant rules are not applicable to the company.

(vi) We have broadly reviewed the cost records maintained by the company and report that prima-facie, the directions specified by the Central Government under sub-section (1) of section 148 of the Companies Act, with regard to maintenance of cost records have been complied with.

(vii) (a) According to the information and explanations given to us and as per the records of the company, the company has been regular in depositing undisputed statutory dues including provident fund, income tax, wealth tax, service tax, duty of custom, duty of excise, value added tax, cess and other statutory dues with appropriate authorities during the year.

(b) According to information and explanations given to us and as per our verification of records of the company, the company does not have any dues that have not been deposited on account of any dispute.

(c) As per the information and explanations given to us and based on the records of the company produced to us, the company does not have any amount that is required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Act and the rules made there under.

(viii) The company does not have accumulated losses as at the end of this financial year and has not incurred cash losses during the current financial year under report and also during the immediately preceding financial year.

(ix) According to the information and explanations given to us and as per our verification of the records of the company, there had been delays in payment of installments and Interest of term loan to the bank/financial institution during the year. The amount overdue as on the date of balance sheet was Rs.1,07,544.60 Lacs Principal and Rs.17,061.71 Lacs interest with Average delay of less than 90 Days

(x) According to the information and explanations given to us, the company has given corporate guarantee of Rs.1,56,300 Lacs for the loans availed by Subsidiaries, associates, joint ventures and other group companies from banks and financial institutions and terms and conditions are not prejudicial to the interests of the company.

(xi) According to the information and explanations given to us, the term loans availed by the company have been applied for the purpose for which the loans were obtained.

(xii) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For & on behalf of

Manoj Mohan & Associates

Chartered Accountants

ICAI Firm Regd. No.009195C



Sd/-

(Manoj Kumar Agarwal)

Place : New Delhi Partner

Dated:28th November, 2015 Membership No -76980


Sep 30, 2014

We have audited the accompanying financial statements of Amtek Auto Limited ("the company") as at 30th September 2014, which comprises the Balance Sheet as at September 30, 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.

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 notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. 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.

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, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at September 30, 2014;

b) in the case of 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. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act (hereinafter referred to as the "Order") and on the basis of such checks of books and records of the Company as we considered appropriate and according to the information and explanation given to us, 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 accounts 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 the Cash Flow Statement dealt with by this Report are in agreement with the books of accounts;

d) in our opinion, the Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956, read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013;

e) On the basis of written representations received from the directors as on September 30, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on September 30, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO INDEPENDENT AUDITOR''S REPORT REFERRED TO IN POINT 1 OF PARAGRAPH 5 OF OUR REPORT OF EVEN DATE OF AMTEK AUTO LIMITED FOR THE YEAR ENDED 30th September 2014

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

(b) As explained to us, fixed assets, according to the practice of the Company, have been physically verified by the management at reasonable intervals. In our opinion, the frequency of physical verification of fixed assets is reasonable having regard to the size of the company and nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such physical verification.

(c) During the year, the company has not disposed off substantial part of fixed assets, the going concern status of the company is not affected.

(ii) (a) The inventories have been physically verified during the year by the management. In our opinion, the frequency of physical verification is reasonable.

(b) The procedure for physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) In our opinion, the company has maintained proper records of inventories. The discrepancies noticed on verification between the physical stocks and the book records were not material & the same have been properly dealt with in the books of accounts.

(iii) The Company, during the year under report, has given loans & advances to its subsidiary companies and joint ventures, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(a) The balance at the end of the year and the maximum amount involved during the year was Rs. 1,00,245.72 Lacs and Rs. 1,00,245.72 Lacs respectively.

(b) In our opinion and according to the information and explanations given to us, the rate of interest, where- ever applicable and other terms and conditions are not prima-facie prejudicial to the interest of the company.

(c) In respect of the loan granted to its subsidiaries, the loan is interest free and being repayable on demand are not overdue.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchase of inventories, consumable stores, fixed assets and with regard to sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangement referred to in section 301 of the act has been entered in the register required to be maintained under section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information & explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies act, 1956 & exceeding the value of Rs. 5 lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The company has not accepted public deposits within the meaning and provisions of sec 58A and 58AA of the companies Act, 1956.

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

(viii) The Central government has prescribed maintenance of cost accounting records under section 209 (1) (d) of the Companies Act, 1956. We have broadly reviewed the accounts and records of the company in this connection and are of the opinion that prima facie, the prescribed accounts and records have been properly maintained.

(ix) (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax / VAT, custom duty, excise duty and cess were in arrears, as at 30th September 2014 for a period of more than six months from the date they became payable

(c) According to the information & explanation given to us, disputed statutory dues aggregating to Rs. 0.74 Lacs not deposited on account of matters pending before appropriate authorities are as under:

Sr. Name of the Nature Period to Forum where Amount No. Statute of Dues which dispute is (Rs. in lacs) it relates pending

1. Central Service 2011 Assistant 0.74 Service Tax Tax Commissioner (Appeal)

Total 0.74

(x) The company does not have accumulated losses at the end of the financial year 30th September, 2014. Further, it has not incurred any cash losses in current financial year and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to banks, financial institutions or debenture holders.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause of 4(xiii) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the company. The company, however, is maintaining proper records of transactions and contracts in respect of long term investment made by it and timely entries have been made therein. Further, all the securities including shares, debentures and other investments have been held by the company in its own name.

(xv) The company has given corporate guarantee of Rs. 79,151.85 Lacs for Amtek Global Technologies PTE Ltd (wholly owned subsidiary) and terms and conditions are not prima-facie prejudicial to the interest of the company.

(xvi) According to the information and explanation given to us, in our opinion, term loan availed by the company were, prima facie, applied by the company during the year under report for the purpose for which the term loans were obtained, other than temporary deployment pending applications.

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

(xviii) According to the information & explanation given to us, the company, during the year under report, has not made any preferential allotment, to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) The company has not issued any debentures during the year and therefore the question of creating security / charge does not arise.

(xx) According to information and explanation given to us and the records of the company examined by us, the Company has not raised any money by public issue during the year but FCCB are converted into equity shares.

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

For & on behalf of Manoj Mohan & Associates Chartered Accountants ICAI Firm Regd. No.009195C

Sd/- (Manoj Kumar Agarwal) Place of Signature : New Delhi Partner Dated : 24th November, 2014 Membership No -76980


Sep 30, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Amtek Auto Limited ("the company") as at 30th September 2013, which comprises of the Balance Sheet as at September 30, 2013; the Statement of Profit and Loss and the Cash Flow Statement for the 15 months period ended; and a summary of significant accounting policies and other explanatory information.

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.

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.

Opinion

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at September 30, 2013;

b) in the case of Statement of Profit and Loss, of the profit for the 15 months period ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the 15 months period ended on that date. 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 accounts 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 the Cash Flow Statement dealt with by this Report are in agreement with the books of accounts;

d) in our opinion, the Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors as on September 30, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on September 30, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Since the central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO INDEPENDENT AUDITOR''S REPORT REFERRED TO IN POINT 1 OF PARAGRAPH 5 OF OUR REPORT OF EVEN DATE OF AMTEK AUTO LIMITED FOR THE 15 MONTHS PERIOD ENDED 30th SEPTEMBER 2013

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

(b) As explained to us, fixed assets, according to the practice of the Company, have been physically verified by the management at reasonable intervals. In our opinion, the frequency of physical verification of fixed assets is reasonable having regard to the size of the company and nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such physical verification.

(c) During the period, the company has not disposed off substantial part of the fixed assets, and the going concern status of the company is not affected.

(ii) (a) The inventories have been physically verified during the period by the management. In our opinion, the frequency of physical verification is reasonable.

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

(c) In our opinion, the company has maintained proper records of inventories. The discrepancies noticed on verification between the physical stocks and the book records were not material & the same have been properly dealt with in the books of accounts.

(iii) The Company, during the period under report, has given loans & advances to its subsidiary companies, associates and joint ventures, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(a) The balance at the end of the period and the maximum amount involved during the period was Rs. 50,319.03 lacs.

(b) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the company.

(c) In respect of the loan granted to its subsidiaries, the loan is interest free and being repayable on demand are not overdue.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchase of inventories, consumable stores, fixed assets and with regard to sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls Systems of the Company.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangement that need to be entered in the register required to be maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information & explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies act, 1956 in respect of any party during the period have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The company has not accepted public deposits within the meaning and provisions of section 58A and 58AA of the companies Act, 1956.

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

(viii) The Central government has prescribed maintenance of cost accounting records under section 209 (1) (d) of the Companies Act, 1956. We have broadly reviewed the accounts and records of the company in this connection and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

(ix) (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax/VAT, custom duty, excise duty and cess were in arrears, as at 30th September, 2013 for a period of more than six months from the date they became payable.

(c) The disputed statutory dues aggregating to Rs. 4,026.62 lacs not deposited on account of matters being pending before appropriate authorities are given here under:

Sr. Name of the Statute Nature Year to which Forum where Amount No. of Dues the amount dispute is (Rs. relates pending in lacs)

1. Haryana Sales Tax Act Sales Tax 1991 Appellant Sales 10.79 & Central Sales Tax Act Tax Tribunal

2. Haryana Sales Tax Act Sales Tax 2011 Joint commissioner 0.40 & Central Sales Tax Act (Appeal)

3. Income Tax Act, 1961 Income Tax Block Assessment Income Tax 4,015.43 from A.Y. 2005-06 Appellate Tribunal to 2010-11

Total 4,026.62

(x) The company does not have accumulated losses for the period 15 months end 30th September, 2013. Further, it has not incurred any cash loss in current financial period or in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to banks, financial institutions or debenture holders.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause of 4(xiii) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the company. The company, however, is maintaining proper records of transactions and contracts in respect of long term investment made by it and timely entries have been made therein. Further, all the securities including shares, debentures and other investments have been held by the company in its own name.

(xv) The company has given corporate guarantees of Rs. 1,39,874.62 lacs for Amtek Global Technologies Pte. Ltd. (wholly owned subsidiary) and terms and conditions are not prima-facie prejudicial to the interest of the company.

(xvi) According to the information and explanation given to us, in our opinion, term loan availed by the company were, prima facie, applied by the company during the period under report for the purpose for which the term loans were obtained, other than temporary deployment pending applications.

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

(xviii) According to the information & explanation given to us, the company, during the period under report, has not made any preferential allotment, to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) The company has not issued any debentures during the period and therefore the question of creating security/ charge does not arise.

(xx) According to information and explanation given to us and the records of the company examined by us, the Company has not raised any money by public issue during the period.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit. For & on behalf of

Manoj Mohan & Associates

Chartered Accountants

Firm Regn. No.009195C

Sd/-

(Manoj Kumar Agarwal)

Place : New Delhi Partner

Dated : 29th November, 2013 Membership No -76980


Jun 30, 2010

We have audited the attached Balance Sheet of Amtek Auto Limited as at 30th June 2010, the 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.

We conducted our audit in accordance with auditing standards generally accepted in India (Indian GAAP). 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.

As required by the Companies (Auditors Report) Order, 2003 (as amended) by the companies (Auditors Report) (amended) order, 2004 (together the order) 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 paragraph 4 and 5 of the said order.

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 of the Company, 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 (30 of section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the directors, as on 30th June 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 30th June 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 30th June 2010;

(b) in the case of the Profit and Loss Account, of the Profithr the year ended on that date; and

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE OF AMTEK AUTO LIMITED FOR THE YEAR ENDED 30th JUNE 2010

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

(b) As explained to us, fixed assets, according to the practice of the Company, have been physically verified by the management at reasonable intervals. In our opinion, the frequency of physical verification of fixed assets is reasonable having regard to the size of the Company and nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such physical verification.

(c) During the year, the Company has not disposed off substantial part of the fixed assets and the going concern status of the Company is not affected.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of physical verification is reasonable.

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

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) The Company, during the year under report, has given loans & advances to its seven subsidiariy companies and joint ventures, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

a) The balance at the end of the year and the maximum amount involved during the year was Rs.68,778.83 lacs.

b> In our opinion and according to the information and explanations given to us, the rate of interest, where-ever applicable and other terms and conditions are not prima-facie prejudicial to the interest of the Company.

c) In respect of the loan granted to its subsidiaries, the loan is interest free and being repayable on demand are not overdue.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventories, consumable stores, fixed assets and with regard to sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangement referred to in section 301 of the act has been entered in the register required to be maintained under section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information & explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies act, 1956 in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanation given to us, the Company has complied with all the provisions of section 58A and 58AA and any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to deposits accepted from public. No order has been passed by the Company Law Board, Reserve Bank of India, National Company Law Tribunal or any other Court or any Tribunal.

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

(viii) The Central government has prescribed maintenance of cost accounting records under section 209 (1) (d) of the Companies Act, 1956 in respect of certain machining activities of the Company. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion that prima facie, the prescribed accounts and records have been properly maintained.

(ix) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) The disputed statutory dues aggregating to Rs.30.04 lacs, that have not been deposited on account of matters pending before appropriate authorities are as under:

Sr. Name of the Statute Nature Period to No. of Dues which it relates

1. Haryana Sales Tax Act Sales Tax 1991 & Central Sales Tax Act

2. Excise Duty Cenvat 2008

Total



Name of the Statue Forum where Amount dispute is (Rs. pending in lacs)

Haryana Sales Tax Act & Central Sales Tax Act Appellete Sales 10.62 Tax Tribunal

Excise Duty Commissionerate 19.42 Delhi III

Total 30.04

(x) The Company has no accumulated losses and has not incurred any cash loss during the year under report or in the immediately preceding financial year.

(xi) in our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause of 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 [as amended) are not applicable to the Company. The Company, however, is maintaining proper records of transactions and contracts in respect of long term investment made by it and timely entries have been made therein. Further, all the securities including shares, debentures and other investments have been held by the Company in its own name.

(xv) The Company has given guarantees for credit facilities taken by others from Banks or Financial Institutions, the terms and conditions whereof are not prejudicial to the interest of the Company.

(xvi) According to the information and explanation given to us, in our opinion, term loan availed by the Company were, prima facie, applied by the Company during the year under report for the purpose for which the term loans were obtained, other than temporary deployment pending applications.

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

(xviii) According to the information & explanation given to us, the Company, during the year under report, has made preferential allotment of 1,50,00,000 equity shares of Rs.2/- each at a premium of Rs.131/- per shares against warrants issued by it in the earlier years, to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. The Company has also received application money against 2,40,00,000 warrants (carrying option/entitlement to subscribe to 1 number of equity share of Rs.2/- each at a premium of Rs.178/- per share to parties and Companies covered in the register maintained under section 301 of the companies Act, 1956. According to the information & explanation given to us, the prices at which shares have been issued, is not pre- judicial to the interest of the Company.

(xix) According to information and explanation given to us and the records of the Company examined by us, the Company has issued Non Convertible Debentures and has created security in favour of the debenture holders.

(xx) According to information and explanation given to us and the records of the Company examined by us, the Company has not raised any money by public issue during the year.

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

For & on behalf of

Manoj Mohan & Associates

Chartered Accountants

Firm Regn. No.009195C

Sd/- (M. K. Aggarwal)

Place : New Delhi Partner

Dated : 24th November 2010 Membership No.-76980


Jun 30, 2009

We have audited the attached Balance Sheet of Amtek Auto Limited as at 30th June 2009, the 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.

We conducted our audit in accordance with auditing standards generally accepted in India (Indian GAAP). 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.

As required by the Companies (Auditors Report) Order, 2003 (as amended) by the companies (Auditors Report) (amended) order, 2004 (together the order) 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 paragraph 4 and 5 of the said order.

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 of the company, 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 30th June 2009 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 30th June 2009 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 30th June 2009;

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE OF AMTEK AUTO LIMITED FOR THE YEAR ENDED 30TH JUNE 2009

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

(b) As explained to us, fixed assets, according to the practice of the Company, have been physically verified by the management at reasonable intervals. In our opinion, the frequency of physical verification of fixed assets is reasonable having regard to the size of the company and nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such physical verification.

(c) During the year, the company has not disposed off substantial part of the fixed assets and the going concern status of the company is not affected.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of physical verification is reasonable.

(b) The procedure for physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(d) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) The Company, during the year under report, has given loans & advances to its seven subsidiaries companies and joint ventures, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

a) The maximum amount involved during the year was Rs.68,501.76 lacs.

b) In our opinion and according to the information and explanations given to us, the rate of interest, where- ever applicable and other terms and conditions are not prima-facie prejudicial to the interest of the company.

c) In respect of the loan granted to its subsidiaries, the loan is interest free and being repayable on demand are not overdue.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventories, consumable stores, fixed assets and with regard to sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangement referred to in section 301 of the act has been entered in the register required to be maintained under section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information & explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies act, 1956 in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanation given to us, the company has complied with all the provisions of section 58A and 58AA and any other relevant provision of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to deposits accepted from public. No order has been passed by the Company Law Board, Reserve Bank of India, National Company Law Tribunal or any other Court or any Tribunal.

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

(viii) The Central government has prescribed maintenance of cost accounting records under section 209 (1) (d) of the Companies Act, 1956 in respect of certain machining activities of the company. We have broadly reviewed the accounts and records of the company in this connection and are of the opinion that prima facie, the prescribed accounts and records have been properly maintained.

(ix) (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) The disputed statutory dues aggregating to Rs.30.04 lacs, that have not been deposited on account of matters pending before appropriate authorities are as under:

Sr. Name of the Statute Nature Period to Forum where Amount No. of Dues which it dispute is (Rs. relates pending in lacs)

1. Haryana Sales Tax Act Sales Tax 1991 Appellete Sales 10.62 Central Sales Tax Tribunal Tax Act

2. Excise Duty Convat 2008 Commissionerate 19.04 Delhi III

Total 30.04

(x) The company has no accumulated losses and has not incurred any cash loss during the year under report or in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause of 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the company. The company, however, is maintaining proper records of transactions and contracts in respect of long term investment made by it and timely entries have been made therein. Further, all the securities including shares, debentures and other investments have been held by the company in its own name.

(xv) The company has given guarantees for credit facilities taken by others from Banks or Financial Institutions, the terms and conditions whereof are not prejudicial to the interest of the company.

(xvi) According to the information and explanation given to us, in our opinion, term loan availed by the company were, prima facie, applied by the company during the year under report for the purpose for which the term loans were obtained, other than temporary deployment pending applications.

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

(xviii) According to the information & explanation given to us, the company, during the year under report, has not made preferential allotment of shares/warrants to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) According to information and explanation given to us and the records of the company examined by us, the company has issued Non Convertible Debentures and has created security in favour of the debenture holders.

(xx) According to information and explanation given to us and the records of the company examined by us, the Company has not raised any money by public issue during the year.

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



For & on behalf of Manoj Mohan & Associates Chartered Accountants Sd/- Place : New Delhi (M. K. Aggarwal) Dated:2nd December, 2009 (Partner) Membership No. - 76980

 
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