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Auditor Report of BPL Ltd.

Mar 31, 2015

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of BPL Limited, ("the Company"), which comprise the Balance Sheet as at 31st March 2015, 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 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 thereunder.

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, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial 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 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, 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015, issued by the Central Government, we enclose in the Annexure a statement on the matters specified in paragraphs 3&4of the said order.

2. Further to our comments in Annexure referred to in paragraph 1above and 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.

(d) 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.

(e) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7ofthe Companies (Accounts) Rules, 2014.

(g) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2)of the Act.

(h) 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 does not have any pending litigations which would impact its financial position

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

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

ANNEXURE TO THE AUDITORS' REPORT

Referred to in paragraph 1 of our report, of even date, to the members of BPL Limited for the year ended 31st March 2015.

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

(b) As informed by the management, the company has conducted physical verification of its fixed assets at all locations and the process of reconciliation with books of account is in progress.

2. (a) Physical verification at reasonable periods in respect of finished goods, stores, spare parts and raw materials are reported to have been made by the management and certified by them accordingly. 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 inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of inventory, the Company is maintaining proper records of inventory. The discrepancies between physical stock and book stock, which were not material, have been properly dealt with in the books of account.

3. The Company has not granted any loans or advances in the nature of loans to parties covered in the register maintained under section 189 of the Companies Act, Hence, the question of reporting whether the terms and conditions of such loans are prejudicial to the interests of the company and whether reasonable steps for recovery/repayment of over dues of such loans are taken does not arise.

4. In our opinion and according to the information and explanations given to us , there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regards to the purchase of inventory and fixed assets, and with regard to the sale of goods and services . During the course of our audit we have not noticed any continuing failure to correct any major weakness in internal control systems.

5. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public and therefore, the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under, are not applicable to the company.

6. According to the information and explanations provided by the management, in respect of Printed Circuit Boards manufactured by the company, the Central Government has prescribed the maintenance of cost records under sub-section (1) of Section 148 of the Companies Act. We have broadly reviewed the books of account and records maintained by the Company in this connection and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records with a view to determine whether they are accurate or complete.

7. (a) According to the records of the Company and information and explanation given to us, there have been instances of delays in remittance of undisputed statutory dues including Income Tax Deducted at Source, Provident Fund, Employees State Insurance, Sales Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities during the year. According to the information and explanations given to us, undisputed amounts payable in respect of customs duty amounting to Rs. 307.29 Lakhs were outstanding, as at 31st March 2015, for a period of more than six months from the dates on which they became payable.

(b) The following dues towards sales tax, income tax, customs duty, excise duty, gift tax, cess and service tax have not been deposited on account of dispute/appeals:

Name of Dues Nature of Dispute (Rs. in Lakhs)

Central Excise Eligibility of Exemption from Payment of duty on DC Defibrillator, and penalty 56.42

Central Excise Recovery of CENVAT Credit due to price reduction of inputs 93.82

Central Excise Demand of duty on clearance of sample Colour TVs 3.33

Central Excise Demand for duty at Higher rate for clearance of CENVAT availed inputs 19.87

Central Excise Demand of duty on clearance of CTV Parts/componensts/sub-assemblies on SKD condition to OEMs. 282.05

Central Excise Penalty for non inclusion of Amortised Cost in value of Plastic Parts 34.73

Central Excise Demand for duty on waste of ferric chloride acid sold from the unit 25.32

Customs duty Differential Duty on Imported Cathode Ray Tube 4.72

Customs duty Entitlement to Exemption for parts of Defibrillator 627.61

Customs duty Duty on clearance of bonded goods. 33.33

Sales Tax Various disallowances and non-submission of 'c' forms 3017.22

Service Tax Demand of Service tax on manpower services deemed to have been provided to Sanyo BPL Pvt. Ltd. 98.48

Service Tax Reversal of CENVAT credit availed of service tax on outward freight 3.04

Name of Dues Forum where pending

Central Excise Supreme Court

Central Excise Tribunal

Central Excise Tribunal

Central Excise Comissioner Appeals

Central Excise Tribunal

Central Excise Tribunal

Central Excise Comissioner Appeals

Customs duty Commissioner-Appeals (Mumbai)

Customs duty CESTAT/Commissioner-(Appeals)

Customs duty CESTAT

Sales Tax At various appellate levels ranging from DCCTs (Appeals) to Appellate Tribunals

Service Tax Tribunal

Service Tax Commissioner Appeals

c) There were no amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 and rules made there under.

8. Company's accumulated losses have not exceeded 50% of it's capital and free reserves as at 31st March 2015. The Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

9. As per information given to us by the management, the company has not defaulted in repayment of principal and interest to any bank/financial institution or debenture holder, during the year.

10. According to the records of the company and the information and explanations provided by the management, during the year, the company has not given any guarantee for loans taken by others from banks or financial institutions. However, on continuing guarantees we are unable to express an opinion on whether the terms and conditions are prejudicial to the interests of the company, considering the status of the borrower.

11. According to the information and explanation given to us, term loans if any were applied for the purpose for which the loans were obtained;

12. 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 T Velupillai & Co., Chartered Accountants

Firm Registration No. 004592S

Bangalore M S Ram (026687)

26th May, 2015 Partner


Mar 31, 2014

We have audited the accompanying financial statements of BPL Limited ("the company"), which comprise of the Balance Sheet as at 31st March, 2014, and the StatementofProfit and Loss and Cash Flow Statement for the year then ended and a summaryof 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 3(C) of Section 211 of the Companies Act, 1956 ("the Act"). (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal; control system relevant tothe preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud orerror.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. Weconducted our audit inaccordance with the StandardsonAuditing 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 of material misstatement.

An audit includes 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 the internal controls relevant to the company''s preparation and fair presentation of the financial statements in order to design the 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 madeby the management,as well as evaluating the overall presentationof the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provideabasis 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 inIndia:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at

31st March,2014; ii. inthe case ofthe Statement of Profit and Loss,ofthe Profit for the year ended

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

Report on Other Legaland Regulatory Requirements

1. As required bythe Companies (Auditor''s Report) Order, 2003 (the order), issued by the 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 &5of the order.

2. Asrequired by Section 227(3)of the Act, wereport 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 asrequiredby law have been kept by the Company sofarasitappears from our examinationofsuch books;

c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt withbythis report areinagreement with the Booksofaccount;

d) In our opinion, the Balance Sheet, the 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, (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the MinistryofCorporate Affairs)

e) On the basis ofthe written representations received from the Directors as on 31st March, 2014 and taken on recordby the Board of Directors, none of the Directors is disqualified as on 31st March, 2014 from being appointed as 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 notificationasto 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 cessisto bepaid,nocessisdue and payable bythe Company.

ANNEXURE TO THE AUDITORS'' REPORT

Referred to in Paragraph1 of our report, of even date, to the members of BPL Limited for theyear ended31st March,2014

1. (a) The Company has maintained proper records showing full particulars including quantitative details and situationof fixed assets

(b) As informed by the management, the company has conducted physical verification of any of its fixed assets at all its locations and the process of reconciliation with books of account is in progress.

(c) During the year, the company transferred its Health Care Business as a going concern to M/s BPL Medical Technologies Private Limited. The transaction does not affect the going concern statusof the Company.

2. (a) Physical verification at reasonable periods in respect of finished goods,

stores, spare parts and raw materials are reported to have been made by the management and certified by them accordingly. 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 inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature ofits business.

c) Inour opinion and according tothe information and explanations given tous and on the basis of our examination of the records of inventory, the Company is maintaining proper records of inventory. The discrepancies between physical stock and book stock, which were not material, have been properly dealt withinthe books ofaccount.

3. The Company has not takenorgiven any loans, securedorunsecuredto orfrom Companies, firms or other parties covered in the Register maintained under Section 301ofthe Companies Act, 1956.

4. In respect of transactions entered in the register maintained in pursuance of Section 301ofthe Companies Act, 1956,

(a) Based on audit procedures applied by us, to the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that needed to be entered into the register maintained under Section 301 have beenso entered.

(b) According to the information and explanations given to us and excluding certain transactions of purchase of goods and material of special nature for which alternate quotations are not available, where each of such transactions isinexcess ofRs. 5 lakhsin respectofany party, inour opinion, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market pricesatthe relevant time.

5. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to the purchase of inventory and fixed assets, and with regard to the sale of goods and services. During the course of our audit, we have not noticed any continuing failure to correct any major weaknessin internal control systems.

6. In our opinion and accordingtothe information and explanations givento us, the Company has not accepted deposits from the public and therefore, the provisions of Section 58A and 58AA of the Companies Act, 1956, and rules made there under, are not applicabletothe company.

7. During the year, the Company hadaninternal audit system, but the system needs to be strengthened to be commensurate with its size and the nature of its business.

8. The Central Government has not prescribed maintenance of the cost records under Section 209(1)(d) of the Companies Act,1956, with respect to the manufacture of Medical Equipments. However, in respect of Printed Circuit Boards manufactured by the company, the Central Government has prescribed the maintenance of cost records under Section 209 (1)(d) of Companies Act, 1956.Wehave broadly reviewed the booksofaccount and records maintained by the Company in this connection and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. 9. (a) According to the records of the Company and information and explanation given to us, there have been instances of delays in remittance of undisputed statutory dues including Income Tax Deducted at Source, Provident Fund, Employees State Insurance, Sales Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities during the year. (b) According to the information and explanations given to us, undisputed amounts payable in respect of customs duty amounting to Rs. 307.29 Lakhs, Service tax dues amounting to Rs. 7.31 Lakhs , Dividend Distribution Tax amounting to Rs.2,817/- were outstanding, as at 31st March 2014, for a period of more than six months from the dates on which they became payable.

The following dues towards sales tax, income tax, customs duty, excise duty, gift tax, cess and service tax have not been deposited on account of dispute/appeals:

Name of Dues Nature of Dispute (tin Lakhs) Forum where pending

Central Excise Eligibility of Exemption from Payment of duty on DC Defibrillator, and penalty 56.42 Supreme Court

Central Excise Recovery of CENVAT Credit due to price reduction of inputs 93.82 Tribunal

Central Excise Demand of duty on clearance of sample Colour TVs 3.33 Tribunal

Central Excise Demand for duty at Higher rate for clearance of CENVAT availed inputs 19.87 Comissioner Appeals

Central Excise Demand of duty on clearance of CTV Parts/componensts/sub- assemblies on SKD condition to OEMs. 282.05 Tribunal

Central Excise Penalty for non inclusion of Amortised Cost in value of Plastic Parts 34.73 Tribunal

Central Excise Demand for duty on waste of ferric chloride acid sold from the unit 25.32 Comissioner Appeals

Customs duty Differential Duty on Imported Cathode Ray Tube 4.72 Commissioner -Appeals (Mumbai)

Customs duty Entitlement to Exemption for parts of Defibrillator 627.61 CESTAT /Commissioner -(Appeals)

Customs duty Duty on clearance of bonded goods. 33.33 CESTAT

Sales Tax Various disallowances and non- submission of c forms 3017.22 At various appellate levels ranging from DCCTs (Appeals) to Appellate Tribunals

ServiceTax Demand of Service tax on manpower services deemed to havebeen provided to Sanyo BPL Pvt. Ltd. 98.48 Tribunal

ServiceTax Reversal of CENVAT credit availed of service tax on outward freight 3.04 Commissioner Appeals

10. The Company''s accumulated losses do not exceed 50% of it''s net worth as at 31st March 2014. The Company has not incurred cash losses during the financial year coveredbyour audit and inthe immediately preceding financial year.

11. The Company has not defaulted in repayment of principal and interest to any bank/financial institution, during the year.

12. According to the information and explanations givento us, the Company has not granted any loans and advances onthe basis of security by wayofpledge ofshares, debentures and other securities.

13. The Company is neither a chit fund nor a nidhi/mutual benefit society. Hence, in our opinion, the requirements of Clause (xiii) of Companies (Auditor''s Report)Order,2003,donotapplytothecompany,

14. According to the information and explanation given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Hence, in our opinion the requirements of clause (xiv) of Companies (Auditor''s Report)Order,2003,donotapplytothecompany.

15. According to the information and explanations givento us, the Company has not given any guarantee during the year, for loans taken by others from banks and financial institutions.

16. According to the records of the company, the company has not obtained any term

loans during the year. In case of continuing guarantees, we are unable to express an opiniononwhether the terms and conditions are prejudicial tothe interests of the company, considering the status ofthe borrower.

17. The Company has not utilised funds borrowed on short term basis, if any, for long term uses, during the year under audit.

18. The Company has not made any preferential allotment of shares to parties and companies coveredinthe register maintained under Section 301of the Act.

19. The Company has not issued any debentures during the year under audit.

20. The Company has notraised any money by public issues during the year.

21. According to the information and explanations given to us, no fraud on or by the company has been noticed orreported during the year.

For T Velupillai & Co., Chartered Accountants Firm Registration No. 004592S

Bangalore M S Ram (26687) 30th May, 2014 Partner


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of BPL Limited ("the company"), which comprise of 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 asummary 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 3(C) of Section 211of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control system relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether dueto fraud orerror

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 ofmaterial misstatement.

An audit includes 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 the internal controls relevant to the company''s preparation and fair presentation of the financial statements in order to design the audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriatenessof the accounting policies used and the reasonablenessofthe accounting estimates made by the management, as well as evaluating the overall presentation ofthe financial statements.

We believe, that the audit evidence, we have obtained is sufficient and appropriate toprovideabasis 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 as required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally acceptedinIndia:

i. in the case of the Balance Sheet, of the state of affairs of the CompanyasatMarch 31, 2013;

ii. in the case ofthe StatementofProfit and Loss,ofthe Loss for the year endedonthat date; and

iii. in the case of the cash flow statement, of the cash flows for the year endedonthat date.

ReportonOther 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 specifiedin paragraphs4& 5ofthe order.

2. As requiredbySection 227(3)of theAct,wereport 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 it appears from our examination of such books;

c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the Books ofaccount;

d) In our opinion, the Balance Sheet, the 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 CompaniesAct, 1956,

e) On the basis of the written representations received from the Directors as on 31st March, 2013 and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2013 from being appointed as Director in terms of Clause (g) of sub-section (1) ofSection 274 ofthe CompaniesAct, 1956;

f) Since the Central Government has not issued any notificationas tothe 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 cessisdue and payable by the Company.

ANNEXURETOTHEAUDITORS'' REPORT

Referred to in Paragraph 1 of our report, of even date, to the members of BPLLimited for the year ended 31st March, 2013

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

(b) As informed by the management, the company has conducted physical verification of its fixed assets at all locations and the process of reconciliation with books of account is in progress.

(c) During the year, the company has not disposed of any major/substantial part of it''s fixed assets. However, the Board of Directors in their meeting dated 6th May, 2013 have resolved to transfer the Health Care business as a going concern to M/s BPLMedical Technologies Private Limited, for consideration other than cash, subject to approval of its members. This does not affect the going concern statusof the Company.

2. (a) Physical verification at reasonable periods in respect of finished goods, stores, spare parts and raw materials are reported to have been made by the management and certified by them accordingly. 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 inventory followedby the management are reasonable and adequate in relation to the sizeof the Company and the nature ofits business.

c) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of inventory, the Company is maintaining proper records of inventory. The discrepancies between physical stock and book stock, which were not material, have been properly dealt with in the books of account.

3) The Company has neither granted nor taken any loans, secured or unsecured to or from Companies, firms or other parties covered in the Register maintained under Section 301ofthe CompaniesAct, 1956.

4. In respect of transactions entered in the register maintained in pursuance of Section 301ofthe CompaniesAct, 1956,

(a) Based on audit procedures applied by us, to the bestof our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that needed to be entered into the register maintained under Section 301 have been so entered.

(b) According to the information and explanations given to us and excluding certain transactions of purchase of goods and material of special nature for which alternate quotations are not available, where each of such transactions is in excess of Rs. 5 lakhs in respect of any party, in our opinion, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market pricesatthe relevant time.

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

6. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public and therefore, the provisions of Section 58A and 58AA of the Companies Act, 1956, and rules made there under, are not applicabletothe company.

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

8. The Central Government has not prescribed maintenance of the cost records under Section 209(1)(d) of the Companies Act,1956, with respect to the manufactureofMedical Equipments. However, in respectofPrinted Circuit Boards manufactured by the company, the Central Government has prescribed the maintenance of cost records under Section 209 (1)(d) of Companies Act, 1956. We have broadly reviewed the books of account and records maintained by the Company in this connection and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records with a view to determining whether they are accurateorcomplete.

9. (a) According to the records of the Company and information and explanation given to us, there have been instances of delays in remittance of undisputed statutory dues including Income Tax Deducted at Source, Provident Fund, Employees State Insurance, Sales Tax, Service Tax, Customs Duty, with the appropriate authorities during the year.

(b) According to the information and explanations given to us, undisputed amounts payable in respect of Customs Duty amounting toRs.289.87Lakhs,ProvidentfundduesamountingtoRs.0.18 lakhsand gratuity liability of Rs. 469 lakhs were outstanding, as at 31st March 2013, for a period of more than six months from the dates on which they became payable.

Central Excise Demand of duty on clearance of CTV Parts/componensts/sub-assemblies on SKD condition to OEMs. 282.05 Tribunal Central Excise Penalty for non inclusion of Amortised Cost in value of Plastic Parts 34.73 Tribunal Customs duty Differential Duty on Imported Cathode Ray Tube 4.72 Commissioner-Appeals (Mumbai) Customs duty Entitlement to Exemption for parts of Defibrillator 627.61 CESTAT/Commissioner- (Appeals) Customs duty Special Customs duty on Capacitors 3.10 Commissioner-Appeals (Chennai) Customs duty Duty on clearance of bonded goods. 33.33 CESTAT Sales Tax Various disallowances and non-submission of''c''forms 3017.22 At various appellate levels ranging from DCCTs (Appeals) to Appellate Tribunals ServiceTax Demand of Service tax on manpower services deemed to have been 98.48 Tribunal provided to Sanyo BPL Pvt. Ltd.

10. The Company''s accumulated losses do not exceed 50% of its net worth. The Company has not incurred cash losses during the financial year coveredbyour audit andinthe immediately preceding financial year.

11. The company has not defaulted in repayment of principal and interest to any bank/financial institution, during the year.

12. According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledgeofshares, debentures and other securities.

13. The Company is neither a chit fund nor a nidhi/mutual benefit society. Hence, in our opinion, the requirements of Clause (xiii) of Companies (Auditor''s Report) Order, 2003donot applytothe company,

14. According to the information and explanation given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Hence, in our opinion, the requirements of clause (xiv) of Companies (Auditor''s Report) Order, 2003do not applyto the company.

15. According to the information and explanations given to us, the Company has not given any guarantee during the year, for loans taken by others from banks and financial institutions.

16. According to the records of the company, the company has not obtained any term loans during the year. In case of continuing guarantees, we are unable to express an opinion on whether the terms and conditions are prejudicial to the interests of the company, considering the status of the borrower.

17. The Company has not utilised funds borrowed on short term basis, if any, for long term uses, during the year under audit.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301oftheAct.

19. The Company has not issued any debentures during the year under audit.

20. The Company has not raised any money by public issues during the year.

21. According to the information and explanations given to us, no fraud on or by the company has been noticedorreported during the year. For T Velupillai & Co.,

Chartered Accountants

Firm Registration No. 004592S

Bangalore M S Ram (26687)

30th May, 2013 Partner


Mar 31, 2012

We have audited the attached Balance Sheet of BPL Limited as at March 31, 2012, the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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.

We report as follows:

1 As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government of India, in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4&5of the said order.

2. Further to our comments in the Annexure referred to in paragraph 1 above:

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 it appears from our examination of such books;

c) The Balance Sheet and Statement of Profit and Loss referred to in this Report are in agreement with the books of account of the company;

d) In our opinion, the Balance Sheet and Statement of Profit and Loss dealt with by this report comply with the Accounting Standards referred to in Sub-section(3C) ofSection211 of the Companies Act, 1956;

e) On the basis of the 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)ofSection274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, they said accounts, read together with the notes thereto, give the information as 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;

i. in the case of the Balance Sheet, of the state of affairs of the company as at March 31, 2012;

ii. in the case of the Statement of Profit and Loss, of the Profit of the Company for the year ended on that date; and

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

ANNEXURE TO THE AUDITORS' REPORT

Referred to in Paragraph 1 of our report, of even date, to the members of BPL Limited for the year ended 31st March, 2012

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

(b) As informed by the management, the Company is in the process of conducting physical verification of its fixed assets at all major locations. Final report is awaited.

(c) During the year, on account of past defaults on repayment of principal and Interest, one of the secured lenders had enforced The Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI ACT) and sold a portion of the land belonging to the company which was offered as security and realized their dues to the extent of consideration received. However, this has not affected the going concern status of the company.

2. (a) Physical verification at reasonable periods in respect of finished goods, stores, spare parts and raw materials are reported to have been made by the management and certified by them accordingly. 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 inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature obits business.

(c) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of inventory, the Company is maintaining proper records of inventory. The discrepancies between physical stock and book stock, which were not material, have been properly dealt with in the books of account.

3. The Company has neither granted nor taken any loans, secured or unsecured to or from Companies, firms or other parties covered in the register maintainedunderSection301 of the Companies Act, 1956.

4. In respect of transactions entered in the register maintained in pursuance of Section301 of the Companies Act, 1956,

(a) Based on audit procedures applied by us, to the best of our knowledge and belief and according to the information and explanations given to us, we are often opinion that the transactions that needed to be entered into the register maintained under Section 301 have been so entered.

(b) According to the information and explanations given to us and excluding certain transactions of purchase of goods and material of special nature for which alternate quotations are not available, where each of such transactions is in excess of Rs. 5 lakhs in respect of any party, in our opinion, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

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

6. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public and therefore, the provisions of Section 58A and 58AA of the Companies Act, 1956, and rules made there under, are not applicable to the company.

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

8. The Central Government has not prescribed maintenance of the cost records under Section 209(1)(d) of the Companies Act,1956, with respect to the manufacture of Medical Equipments. However, in respect of Printed Circuit Boards manufactured by the company, the Central Government has prescribed the maintenance of cost records under Section 209 (1)(d) of Companies Act, 1956. We have broadly reviewed the books of account and records maintained by the Company in this connection and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records with a view to determining whether they are accurate or complete.

9. (a) According to the records of the Company and information and explanation given to us, there have been instances of delays in remittance of undisputed statutory dues including Income Tax Deducted at Source, Provident Fund, Employees State Insurance, Sales Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities during the year.

(b) According to the information and explanations given to us, undisputed amounts payable in respect of customs duty amounting to Rs. 272 Lakhs and Gratuity payable of Rs.469.14 lacs were outstanding, as at 31st March 2012, for a period of more than six months from the dates on which they became payable.

(c) The following dues towards sales tax, income tax, customs duty, excise duty, gift tax, cess and service tax have notbeen deposited on account of dispute/appeals:

Name of Dues Nature of Dispute (Rs. in Lakhs) Forum where pending

Central Excise Eligibility of Exemption from Payment of duty on DC Defibrillator, 56.42 Supreme Court and penalty

Central Excise Recovery of CENVAT Credit due to price reduction of inputs 93.82 Tribunal

Central Excise Demand of duty on clearance of sample Colour TVs 3.33 Tribunal

Central Excise Demand for duty at Higher rate for clearance of CENVAT availed inputs 19.87 Commissioner-Appeals

Central Excise Demand for duty on clearance of CTV Parts/components/ sub-assemblies 282.05 Tribunal on SKD condition to OEMs.

Central Excise Penalty for non inclusion of Amortised Cost in value of Plastic Parts 34.73 Tribunal

Customs duty Differential Duty on Imported Cathode Ray Tube 4.72 Commissioner-Appeals (Mumbai)

Customs duty Entitlement to Exemption for parts of Defibrillator 627.61 CESTAT/Commissioner- (Appeals)

Customs duty Special Customs duty on Capacitors 3.10 Commissioner-Appeals (Chennai)

Customs duty Duty on clearance of bonded goods. 33.33 CESTAT

Sales Tax Various disallo wances and non- submission of 'c' forms 1708.66 At various appellate levels ranging from DCCTs (Appeals) to Appellate Tribunals

Service Tax Demand of Service tax on manpower services deemed to have been 98.48 Tribunal provided to Sanyo BPL.

10. The Company's accumulated losses do not exceed 50% of its net worth. The Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

11. During the year, on account of past defaults on repayment of principal and interest, one of the secured lenders have enforced The Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI ACT) and sold the assets offered as security and realized their dues to the extent of consideration received. As per the settlement agreement with the lenders, all outstanding secured loans have been fully cleared during the year.

12. According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is neither a Chit Fund nor a Nidhi/Mutual Benefit Society.

Hence, in our opinion, the requirements of Clause (xiii) of Companies (Auditor's Report) Order, 2003 do not apply to the company,

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Hence, in our opinion the requirements of Clause (xiv) of Companies (Auditor's Report) Order, 2003 do not apply to the company.

15. According to the information and explanations given to us, the Company has not given any guarantee during the year, for loans taken by others from banks and financial institutions.

16. According to the records of the Company, the company has not obtained any term loans during the year. In case of continuing guarantees, we are unable to express an opinion on whether the terms and conditions are prejudicial to the interests of the company, considering the status of the borrower.

17. The Company has not utilized funds borrowed on short term basis, If any, for long term uses, during the year under audit.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act.

19. The Company has not issued any debentures during the year under audit.

20. The Company has not raised any money by public issues during the year.

21. 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 T Velupillai & Co.,

Chartered Accountants

Firm Registration No. 004592S

Bangalore M S Ram (26687)

30th May, 2012 Partner


Mar 31, 2010

We have audited the attached Balance Sheet of BPL Limited as at March 31, 2010, the Profit and Loss Account and 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. 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.

We report as follows:

1. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government of India, in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

2. Further to our comments in the Annexure referred to in paragraph 1 above:

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 it appears from our examination of such books;

c) The Balance Sheet and Profit and Loss Account referred to in this report are in agreement with the Books of account of the company;

d) 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.

e) On the basis of the written representations received from the Directors as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2010 from being appointed as Director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956

f) 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 notes thereto, give the information as 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;

i. in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010;

ii. in the case of the Profit and Loss Account, of the Profit of the Company for the year ended on that date; and

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

ANNEXURE TO THE AUDITORS REPORT Referred to in Paragraph 1 of our report, of even date, to the members of BPL Limited for the year ended 31st March, 2010

1. (a) The Company has maintained proper records showing full parti -culars including quantitative details and situation of fixed assets.

(b) As informed by management, assets at major locations have been physically verified by the management during the year and there is a regular programme verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies have been noticed on such verification.

(c) During the year, the Company has not disposed of and any substantial/major part of its fixed assets.

2. (a) Physical verification at reasonable periods in respect of

finished goods, stores, spare parts and raw materials are reported to have been made by the management and certified by them accordingly. 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 inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of inventory, the Company is maintaining proper records of inventory. The discrepancies between physical stock and book stock, which were not material, have been properly dealt with in the books of account.

3. The Company has neither granted nor taken any loans secured or unsecured to or from Companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

4. In respect of transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956;

(a) Based on audit procedures applied by us, to the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that needed to be entered into the register maintained under Section 301 have been so entered.

(b) According to the information and explanations given to us and excluding certain transactions of purchase of goods and material of special nature for which alternate quotations are not available, where each of such transactions is in excess of Rs. 5 lakhs in respect of any party, in our opinion, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

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

6. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public and therefore, the provisions of Section 58A and 58AA of the Companies Act, 1956 and rules made there under, are not applicable to the company.

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

8. The Central Government has prescribed maintenance of the cost records under Section 209 (1) (d) of the Companies Act, 1956, with respect to the manufacture of Medical Equipments. We have broadly reviewed the books of account and records maintained by 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, made a detailed examination of the records with a view to determining whether they are accurate or complete.

9. (a) According to the records of the Company and information and explanation given to us, there have been instances of delays in remittance of undisputed statutory dues including Income Tax Deducted at Source, Provident Fund, Employees State Insurance, Sales Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities during the year.

(b) According to the information and explanations given to us, undisputed amounts payable in respect of customs duty amounting to Rs.499.70 Lakhs, was outstanding, as at 31st March 2010, for a period of more than six months from the dates on which they became payable.

(c) The following dues towards Sales Tax, Income Tax, Customs Duty, Excise Duty, Gift Tax, Cess and Service Tax have not been deposited on account of dispute/appeals:

Nature of Dues Nature of Dispute Amount (Rs. in Lakhs) Forum where pending

Central Excise Eligibility of exemption from Payment of duty on 55.42 Supreme Court DC Defibrillator and penalty

Central Excise Recovery of CENVAT Credit due to price reduction 93.82 Tribunal of inputs

Central Excise Demand of duty on clearance of sample Colour TVs 3.32 Commissioner- Appeals

Central Excise Demand for duty at higher rate for clearance of 19.87 Commissioner- Appeals CENVAT availed inputs

Central Excise Demand for duty on clearance of CTV Parts/

components/ sub-asse on SKD condition 282.05 Tribunal to OEMs.

Central Excise Demand for Penalty for Non-inclusion of amortised 34.73 Appeal/Stay field before Commissioner

cost in the value of Plastic Parts (Appeals)

Customs Duty Differential Duty on imported Cathode Ray Tube 4.72 Commissioner- Appeals (Mumbai)

Customs Duty Entitlement to exe mption for parts of Defibrillator 627.61 CESTAT/ Commissioner (Appeals)

Customs Duty Special Customs Duty on Capacitors 3.10 Commissione- Appeals (Chennai)

Customs Duty Duty on clearance of bonded goods 33.33 CESTAT

Sales Tax Various disallowances and non - submission of 1987.93 At various Appellate levels ranging

C Forms from DCCTs (Appeals) to Appellate

Tribunals

10. The Companys accumulated losses do not exceed 50% of its net worth. The Company has not incurred a cash loss during the current financial year; a cash loss of Rs. 1256.69 lakhs was incurred during the immediately preceding financial year.

11. We are informed that as per Scheme of Restructuring sanctioned and accepted by consortium lenders, eight installments of principal have fallen due for repayment as at 31st March 2010, in respect of its term loans. The company has defaulted in repayment of principal amount of Rs.6578.62 lakhs due to the consortium lenders comprising of Pegasus Assets, Reconstruction Pvt. Ltd and Central Bank of India, and the period of default is 24 months. The Company has defaulted in payment of interest of Rs1475.48 Lakhs to the consortium lenders and the period of default is 15 months.

12. According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is neither a chit fund nor a nidhi/mutual benefit society. Hence, in our opinion, the requirements of Clause (xiii) of Companies (Auditors Report) Order, 2003 do not apply to the company,

14. According to the information and explanation given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Hence, in our opinion the requirements of clause (xiv) of Companies (Auditors Report) Order, 2003 do not apply to the company,

15. According to the information and explanations given to us,

during the year, the Company has not given any guarantee for loans taken by others from banks and financial institutions. However, reference is invited to note 28 (d) of schedule 14 regarding a pre-existing guarantee to a party, terms and conditions where of are, in the opinion of the management not prejudicial to the interests of the company.

16. According to the records of the company, the Company has not obtained any term loans during the year. Hence, comments under Clause (xvi) of Companies (Auditors Report) Order, 2003 are not called for.

17. The Company has not utilised funds borrowed on short term basis, if any, for long term uses, during the year under audit.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act.

19. The Company has not issued any debentures during the year under audit.

20. The Company has not raised any money by public issues during the year.

21. 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 T Velupillai & Co.,

Chartered Accountants

Bangalore M S Ram(26687)

27th May, 2010 Partner



 
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