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Auditor Report of Astra Microwave Products Ltd.

Mar 31, 2016

We have audited the accompanying standalone financial statements of Astra Microwave Products Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the 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 stated 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 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 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 controls, 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 the 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 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 31st March, 2016, 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, 2016 ("the Order") issued by the Central Government of India is terms of sub-section (11) of Section 143 of the Act, se give in the "Annexure A" a statement on the matters specified in Paragraphs 3 and 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 it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the 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 the 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".

(g) With respect to the other matters to be 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 No. 2.33 to the financial statements;

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

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

Referred to in Paragraph 1 under "Report on Other Legal and Regulatory Requirements" section of our Report

i) a) The Company has maintained proper records, showing full particulars, including quantitative details and situation of fixed assets on the basis of available information.

b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and the nature of its assets. 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) The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable and as explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

iii) The Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained U/Sec.189 of the Act.

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

v) According to the information and explanations given to us, the Company has not accepted any deposits from the public and accordingly the provisions of Clause (v) of paragraph 3 of the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company.

vi) The Central Government has specified maintenance of cost records under Section 148 (1) of the Companies act, 2013. 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. We have not, however, carried out a detailed examination of the same.

vii) a) The Company is regular in depositing with appropriate authorities undisputed statutory dues, including Provident Fund, Employees State Insurance, Income Tax, Sales tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other statutory dues applicable to it.

According to the information and explanations given to us no undisputed amounts payable in respect of Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax and Cess were in arrears, as at 31st March 2016 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no dues of Income Tax, Sales Tax, Service Tax, Duty of Customs and Value Added Tax which have not been deposited with the appropriate authorities on account of any dispute. However, according to the information and explanations given to us there is one dispute pending before The Hon''ble Customs, Excise & Service Tax Appellate Tribunal, south Zone Bench, Bangalore under the Central Excise Act, 1944 in respect of Duty of Excise relating to the periods 2009-2010 and 2010-2011 aggregating Rs.2,48,18,566/- (excluding interest, which is not yet determined).

viii) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of loans or borrowing to financial institutions, banks, Government and dues to debenture holders.

ix) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that moneys raised by the Company by way of term loans have been applied for the purpose for which they were raised.

x) In our opinion and according to the information and explanations given to us, no fraud by the Company and no fraud on the company by its officers or employees has been noticed or reported during the course of audit.

xi) In our opinion and according to the information and explanations given to us, managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

xii) Since the Company is not a Nidhi Company, the provisions of Clause (xii) of paragraph 3 of the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company.

xiii) In our opinion and according to the information and explanations given to us, all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act and as required by the applicable accounting standards the details of the transactions with the related parties have been disclosed in the notes to the financial statements. (Refer Note No: 2.35 of Notes to the financial statements).

xiv) During the year under review the Company made private placement of shares and in our opinion the Company has complied with the requirement of section 42 of the Companies Act, 2013. Based on our audit procedures and according to the information and explanations given to us, to the extent the funds utilized during the period under audit, we are of the opinion that moneys raised have been applied for the purpose for which they were raised. The details of amount raised during the year and the amount unused at the end of the year are disclosed in the notes to the financial statements. (Refer Note No: 2.39 of Notes to the financial statements).

xv) In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him.

xvi) In our opinion and according to the information and explanations given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For AMAR & RAJU

CHARTERED ACCOUNTANTS

Firm Registration No: 000092S



( P. VENKATA RAMANA)

Place: Hyderabad Partner

Date: 29.04.2016 Membership No: 203346


Mar 31, 2013

Report on the Financial Statements:

We have audited the accompanying financial statements of ASTRA MICROWAVE PRODUCTS LIMITED (''the Company''), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and 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 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 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 March 31, 2013;

(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 the Cash Flow Statement, of the 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, 2003 ( ''the Order'' ) 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 i n 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;

e) on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 Auditor''s Report

ASTRA MICROWAVE PRODUCTS LIMITED

Referred to in Paragraph 1 of our report of even date

i) In respect of its fixed assets:

a) The Company has maintained proper records, showing full particulars, including quantitative details and situation of fixed assets on the basis of available information.

b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such physical verification.

c) In our opinion, the Company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

ii) In respect of its inventories:

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

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

c) The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

iii) In respect of loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained U/Sec.301 of the Act. The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained U/Sec.301 of the Act. Hence the provisions of clause (b), (c), (d), (f) and (g) of paragraph 4(iii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to 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 the nature of its business for the purchases of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

v) In respect of the contracts or arrangements referred to in section 301 of the Companies Act, 1956:

In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements that needed to be entered into in the register maintained under section 301 of the Companies Act, 1956.

vi) According to the information and explanations given to us, the Company has not accepted any deposits from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

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

viii) The Central Government has prescribed maintenance of cost 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. We have not, however, carried out a detailed examination of the same.

ix) In respect of statutory dues:

a) The Company is regular in depositing with appropriate authorities undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues applicable to it.

b) According to the information and explanations given to us no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Wealth Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, and Cess were in arrears, as at 31st March 2013 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us, there are no dues of Sales Tax, Income Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess, which have not been deposited on account of any dispute.

x) The Company does not have accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

xi) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks and debenture holders.

xii) In our opinion and according to the explanations given to us and based on the information available no loans and advances have been granted by the Company 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 / Nidhi / Mutual Benefit Fund / Society.

Therefore, the provisions of Clause 4(xiii) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

xiv) The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in Mutual funds and timely entries have been made therein. All the said investments have been held by the Company in its own name.

xv) The Company has not given any guarantee for loans taken by others from banks and financial institutions. Therefore, the provisions of Clause 4(xv) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

xvi) The Company has raised new term loans during the year. The term loans outstanding at the beginning of the year and those raised during the year have been applied for the purpose for which they were raised.

xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that there are no funds raised on short-term basis that have been used for long-term investment.

xviii) The Company has not made any preferential allotment of shares to the parties and companies covered in the register maintained under Section301 of the Companies Act, 1956.

xix) The Company has not issued any debentures. Therefore, the provisions of Clause 4(xix) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

xx) The Company has not raised any monies by way of public issue during the year.

xxi) In our opinion and according to the information and explanations given to us, no fraud on or by th Company has been noticed or reported during the year.

For AMAR & RAJU

CHARTERED ACCOUNTANTS

Firm Registration No: 000092S

(G. AMARANATHA REDDY)

Place: Hyderabad Partner

Date: 29.04.2013 Membership No: 019711


Mar 31, 2012

We have audited the attached Balance Sheet of M/s. ASTRA MICROWAVE PRODUCTS LIMITED, as at 31st March, 2012, the Profit and Loss Statement and the Cash Flow Statement for the year ended on that date annexed thereto and the cash flow statement for the period 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.

We conducted our 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.

I. 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 report that:

i) In respect of its fixed assets:

a) The Company has maintained proper records, showing full particulars, including quantitative details and situation of fixed assets on the basis of available information.

b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such physical verification.

c) In our opinion, the company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the company is not affected.

ii) In respect of its inventories:

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

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

c) The company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

iii) In respect of loans, secured or unsecured, granted or taken by the company to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

The company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained U/Sec.301 of the Act. The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained U/Sec.301 of the Act. Hence the provisions of clause (b), (c), (d), (f) and (g) of paragraph 4(iii) of the Companies (Auditor's Report) Order, 2003 are not applicable to 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 the nature of its business for the purchases of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

v) In respect of the contracts or arrangements referred to in section 301 of the Companies Act, 1956:

In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements that needed to be entered into in the register maintained under section 301 of the Companies Act, 1956.

vi) According to the information and explanations given to us, the company has not accepted any deposits from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

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 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. We have not, however, carried out a detailed examination of the same.

ix) In respect of statutory dues:

a) The company is regular in depositing with appropriate authorities undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues applicable to it.

b) According to the information and explanations given to us no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Wealth Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, and Cess were in arrears, as at 31st March 2012 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us, there are no dues of Sales Tax, Income Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess, which have not been deposited on account of any dispute.

x) The Company does not have accumulated losses at the end of the financial year. The company has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

xi) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to a financial institutions, banks and debenture holders.

xii) In our opinion and according to the explanations given to us and based on the information available no loans and advances have been granted by the company 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 / Nidhi / Mutual Benefit Fund / Society.

Therefore, the provisions of Clause 4(xiii) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

xiv) In our opinion, the company is not dealing or trading in shares, securities, debentures and other investments. Therefore, the provisions of Clause 4(xiv) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

xv) The Company has not given any guarantee for loans taken by others from banks and financial institutions. Therefore, the provisions of Clause 4(xv) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

xvi) The company has raised new term loans during the year. The term loans outstanding at the beginning of the year and those raised during the year have been applied for the purpose for which they were raised.

Xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we are of the opinion that there are no funds raised on short- term basis that have been used for long-term investment.

xviii) The company has not made any preferential allotment of shares to the parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

xix) The company has not issued any debentures. Therefore, the provisions of Clause 4(xix) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

xx) The company has not raised any monies by way of public issue during the year.

xxi) In our opinion and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

II. Subject to above comments and notes forming part of accounts we further state that:

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

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 such books.

iii) The Balance Sheet, the Profit & Loss Statement and Cash Flow Statement dealt with by this report are i n agreement with the books of account.

iv) In our opinion, the Balance Sheet, Profit and Loss Statement and Cash Flow Statement dealt with by this report are in compliance 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 Director in terms of clause (g) of sub-section (1) 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 read together with the Significant Accounting Policies and notes thereon give the information required by the Companies Act, 1956 in the manner so required, 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;

b) In the case of the Profit & Loss Statement, of the Profit for the year ended on that date; and

c) In the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

Place: Hyderabad For AMAR & RAJU

Date: 26-04-2012 CHARTERED ACCOUNTANTS

Firm Registration No: 000092S

P. VENKATA RAMANA

Partner

Membership No: 203346


Mar 31, 2011

We have audited the attached Balance Sheet of M/s. ASTRA MICROWAVE PRODUCTS LIMITED, as at 31st March, 2011 and also the Profit and Loss Account for the year ended on that date annexed thereto and the cash flow statement for the period ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on thesefinancialstatements based on ouraudit.

We conducted our 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 misstatements. 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 providesareasonablebasisforouropinion.

I. As required by the Companies (Auditors Report) order, 2003 issued by the Central Government of India in terms of Sub-Section(4A)ofSection227oftheCompaniesAct,1956,wereportthat:

i. a. The Company has maintained proper records, showingfull particulars, including quantitative details and situation of fixed assets.

b. The management has conducted the physical verification of fixed assets during the year under audit, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No materialdiscrepancies were noticed on such verification.

c.The company has not disposed substantial part of the fixed as sets during the year under audit.

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

b. The procedures of 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. 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 has not taken any loans, secured or unsecured from companies,firmsoro ther parties covered in the register maintained U/Sec.30l of the Act. The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained U/Sec.30l of the Act. Hence the provisions of clause (b), (c), (d), (f) and (g) of paragraph 4(iii) of the Companies (Auditors Report) Order, 2003 are not applicable to 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 the nature of its business for the purchases of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

v. In respect of transactions covered under section 301 of the Companies Act, 1956: In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements that needed to be entered into in the register maintained under section 301 of the Companies Act, 1956.

vi. The company has not accepted any deposits from the public.

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

viii. According to the information and explanations given to us, maintenance of cost records U/Sec. 209(1) (d) the Companies Act,1956has not been prescribed bytheCentralGovernmentforthe company.

ix. a. The company is regular in depositing with appropriate authorities undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales tax, Wealth Tax, Customs Duty, Excise Duty, Service Tax, Cess and other statutory dues applicable to it.

b. According to the information and explanations given to us no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Service Tax and Cess were in arrears, as at 31st March 2011 for a period of more than six months from the date they became payable.

c. According to the information and explanations given to us, there are no dues of Sales Tax, Income Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess, which have not been deposited on account ofanydispute.

x. The provisions of clause 4(x) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company, since the company has no accumulated losses at the end of the financialyear.

xi. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues toafinancialinstitutionsand banks.

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

xiii. In our opinion, the Company is not a Chit Fund or a Nidhi/Mutual Benefit Fund/ Society. Therefore, the provisions of clause A(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

xiv. In our opinion, the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to thecompany.

xv. In our opinion, the terms and conditions on which the company has given guarantee for loans taken by subsidiary company from banks are not prejudicial to the interest of the company.

xvi. In our opinion.the term loans have been applied for the purpose for which the ywereraised.

Xvii. Accordingto the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that funds raised on short-term basis have not been used for long-term investment.

xviii. According to the information and explanations given to us, the company has not made any preferential allotment of shares to the parties and companies covered in the register maintained U/Sec.30l of the Companies Act, 1956.

xix. The company has not issued any debentures. Accordingly, the provisions of clause 4(xix) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

xx. The company has not raised any money by way of public issue during the year under audit. Accordingly, the provisions of clause 4(xx) of the Companies (Auditors Report) Order, 2003 regarding disclosure of the end use of money raised by public issue are not applicable to the company.

xxi. Accordingto the information and explanations given to us, no fraud on or by the company has been noticed or reported duringthe course of ouraudit.

II. Subject to above comments and notes forming part of accounts we further state that:

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessaryforthepurposesofouraudit.

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 such books.

iii. The Balance Sheet and the Profit & Loss Account referred to in this report are in agreement with the books of account.

iv. In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accountingstandards 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, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2011 from beingappointed as Director in terms of clause (g) of sub-section (1) 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, 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 & Loss Account, of the Profit for the year ended on that date and

c. In the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

For AMAR & RAJU

Chartered Accountants

Firm Registration No: 000092S

P.VENKATARAMANA Place : Hyderabad Partner

Date : 27-04-2011 Membership No: 203346


Mar 31, 2010

We have audited the attached Balance Sheet of M/s ASTRA MICROWAVE PRODUCTS LIMITED, as at 31st March, 2010 and also the Profit and Loss Account for the year ended on that date annexed thereto and the cash flow statement for the period ended on that date. 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.

We conducted our 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 misstatements. 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.

I 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 report that:

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

b The management has conducted the physical verification of fixed assets during the year under audit, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c The company has not disposed substantial part of the fixed assets during the year under audit.

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

b The procedures of physical verifi cation of inventories followed by the management are 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 has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained U/Sec.301 of the Act. The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained U/Sec.301 of the Act. Hence the provisions of clause (b), (c), (d), (f) and (g) of paragraph 4(iii) of the Companies (Auditor’s Report) Order, 2003 are not applicable to 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 the nature of its business for the purchases of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

v In respect of transactions covered under section 301 of the Companies Act, 1956: In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements that needed to be entered into in the register maintained under section 301 of the Companies Act, 1956.

vi The company has not accepted any deposits from the public.

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

viii According to the information and explanations given to us, maintenance of cost records U/Sec. 209(1) (d) the Companies Act, 1956 has not been prescribed by the Central Government for the company.

ix a The company is regular in depositing with appropriate authorities undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales tax, Wealth Tax, Customs Duty, Excise Duty, Service Tax, Cess and other statutory dues applicable to it.

b According to the information and explanations given to us no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Service Tax and Cess were in arrears, as at 31st March 2010 for a period of more than six months from the date they became payable.

c According to the information and explanations given to us, there are no dues of Sales Tax, Income Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess, which have not been deposited on account of any dispute.

x The provisions of clause 4(x) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company, since the company has no accumulated losses at the end of the 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 a financial institutions and banks.

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

(xiii) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

xiv In our opinion, the company has maintained proper records of the transactions and contracts in respect of investments in shares and units and timely entries have been made therein and the shares and units have been held by the company in its own name.

xv In our opinion, the terms and conditions on which the company has given guarantees for loans taken by subsidiary companies from banks are not prejudicial to the interest of the company.

xvi In our opinion, the term loans have been applied for the purpose for which they were raised.

xvii According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we report that funds raised on short-term basis to the extent of Rs.2.55 crores have been used for long-term investment.

xviii According to the information and explanations given to us, the company has not made any preferential allotment of shares to the parties and companies covered in the register maintained U/Sec.301 of the Companies Act, 1956.

xix The company has not issued any debentures. Accordingly, the provisions of clause 4(xix) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the company.

xx The company has not raised any money by way of public issue during the year under audit. Accordingly, the provisions of clause 4(xx) of the Companies (Auditor’s Report) Order, 2003 regarding disclosure of the end use of money raised by public issue are not applicable to the company.

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.

II Subject to above comments and notes forming part of accounts we further state that:

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

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 such books.

iii The Balance Sheet and the Profit & Loss Account referred to in this report are in agreement with the books of account.

iv In our opinion, the Balance Sheet and Profit and Loss Account 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, 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 Director in terms of clause(g) of sub-section (1) 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, 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 & Loss Account, of the Profit for the year ended on that date and

c In the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

For AMAR & RAJU Chartered Accountants

Firm Registration Number 000092S

P VENKATA RAMANA

Place Hyderabad Partner

Date 30 April 2010 Membership No: 203346