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Auditor Report of Cholamandalam Investment & Finance Company Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of CHOLAMANDALAM INVESTMENT AND FINANCE COMPANY LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 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 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.

Auditors' 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 March 31,2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in the Annexure 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) I n 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 March 31,2015 taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the other matters to be included in the Auditors' Report in accordance with the Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanation given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts;

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

Annexure to the Independent Auditors' Report (Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

(i) Having regard to the nature of the Company's business/activities/results during the year,clauses 3(ii) and 3(vi) of the Order are not applicable to the Company.

(ii) In respect of its fixed assets:

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

(b) Some of the fixed assets were physically verified during the year by the Management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(iii) According to the information and explanations given to us, the Company has granted unsecured loans, to a company covered in the Register maintained under Section 189 of the Companies Act 2013, in respect of such loans:

(a) The receipts of principal amounts and interest have been regular / as per stipulations.

(b) There were no overdue amounts remaining outstanding as at the year-end.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and for the sale of services. During the course of our audit we have not observed any major weaknesses in such internal control system. The Company does not purchase inventory nor does it sell any goods (other than repossessed automobile assets) in the ordinary course of its business.

(v) According to the information and explanations given to us, the Company has not accepted any deposit from the public during the year. In respect of unclaimed deposits, the Company has complied with the provisions of Sections 73 to Section 76 and any other relevant provisions of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2014 as amended, as applicable to the Company, with regard to the deposits accepted from the public prior to 1 November 2006. However, in respect of overdue amounts totalling to Rs. 0.11 lakhs, payments have not been made as per instructions received from the Central Bureau of Investigation. Other than the above, according to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal.

(vi) According to the information and explanations given to us in respect of statutory dues:

(a) The Company has been regular in depositing undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Value Added Tax, Cess and other material statutory dues in arrears as at March 31,2015 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax, Sales Tax and Value Added Tax which have not been deposited as on March 31,2015 on account of disputes are given below:

Name of the Statute Nature of Dues Forum where Dispute is pending

Income Tax Act, 1961 Tax and Interest Commissioner of Income Tax (Appeals)

Income Tax Act, 1961 Tax and Interest Appellate Tribunal (ITAT)

Income Tax Act, 1961 Tax and Interest Madras High Court

Tamil Nadu General TNGST Sales Tax Appellate Sales Tax Act, 1959 Tribunal

Tamil Nadu VAT Act, Sales Tax Appellate Assistant 2006 Commissioner Commercial Tax

Central Sales Tax Act, Sales Tax Sales Tax Appellate 1956 Tribunal

Bihar Finance Act, 1981 Sales Tax Sales Tax Appellate Tribunal

Gujarat Sales Tax Act, Sales Tax Sales Tax Appellate 1969 Tribunal

Delhi Sales Tax Act, Sales Tax Additional 1975 Commissioner of Sales Tax (Appeals)

Rajasthan VAT Act, 2003 Sales Tax Deputy Commissioner (Admn)

OVAT Act, 2004 Sales Tax Joint Commissioner of Sales Tax (Appeals)

OVAT Act, 2004 Sales Tax Additional Commissioner of Sales Tax (Appeals)

Karnataka Sales Tax Act, Sales Tax Joint Commissioner of 1957 Sales tax (Appeals)



Name of the Statute Period to which the Amount involved amount relates (Rs. in lakhs) (Financial Year)

Income Tax Act, 1961 2005- 06, 2008-09 and 1,926.26 2011-12

Income Tax Act, 1961 1990- 91, 1991-92, 2000-01 534.58 and 2006-07 to 2008-09

Income Tax Act, 1961 2000-01, 2001-02 and 30.02 2002-03

Tamil Nadu General Sales Tax Act, 1959 1995-96 986.98

Tamil Nadu VAT Act, 2006 2006- 07 to 2014-15 1,817.76

Central Sales Tax Act, 1956 1995-96 11.83

Bihar Finance Act, 1981 1993-94 and 1994-95 2.19

Gujarat Sales Tax Act, 1969 May 1997 to September 2.03 1997

Delhi Sales Tax Act, 1975 1991- 92 7.58

Rajasthan VAT Act, 2003 April 2006 to June 2014 44.55

OVAT Act, 2004 July 2007 to January 2013 42.00

OVAT Act, 2004 February 2012 to March 298.56 2014

Karnataka Sales Tax Act, 1957 2007- 08 to 2013-14 357.46

(d) The Company has been regular in transferring amounts to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and Rules made thereunder within time.

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

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

(ix) According to the information and explanations given to us, the Company has not given guarantees for loans taken by others from banks and financial institutions.

(x) In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained, other than temporary deployment pending application.

(xi) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year though there have been a few cases of irregularities amounting to Rs. 182.13 lakhs (Refer Note 38 to the financial statements) detected and appropriately dealt with by the management.

For DELOITTE HASKINS & SELLS

Chartered Accountants (Firm's Registration No.: 008072S)

Geetha Suryanarayanan

Partner

Chennai, April 24, 2015 (Membership No.: 29519)




Mar 31, 2014

Report on the Financial Statements

1. We have audited the accompanying fnancial statements of CHOLAMANDALAM INVESTMENT AND FINANCE COMPANY LIMITED ("the Company"), which comprise the Balance Sheet as at 31 March, 2014, the Statement of Proft and Loss and the Cash Flow Statement for the year then ended, and a summary of the signifcant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. The Company''s Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position, fnancial performance and cash fows of the Company in accordance with the Accounting Standards notifed under 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 13 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 relevant to the preparation and presentation of the fnancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

4. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the fnancial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fnancial 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 fnancial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the fnancial statements.

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

Opinion

5. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid fnancial 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 31 March, 2014;

(b) in the case of the Statement of Proft and Loss, of the proft of the Company for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

6. As required by the Companies (Auditor''s Report) Order, 2003 (“the Order") issued by the Central Government in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specifed in paragraphs 4 and 5 of the Order.

7. 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 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 Proft 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 Balance Sheet, the Statement of Proft and Loss, and the Cash Flow Statement comply with the Accounting Standards notifed under 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 13 September, 2013 of the Ministry of Corporate Affairs).

(e) On the basis of the written representations received from the directors as on 31 March, 2014 taken on record by the Board of Directors, none of the directors is disqualifed as on 31 March, 2014 from being appointed as a director in terms of Section 274(1)(g) of the Act.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

(Referred to in paragraph 6 of our report of even date)

(i) Having regard to the nature of the Company''s business / activities / results during the year, clauses 4(ii), 4(viii), 4(xiii), 4(xiv), and 4(xx) of paragraph 4 of the Order are not applicable to the Company.

(ii) In respect of its fxed assets:

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

(b) Some of the fxed assets were physically verifed during the year by the Management in accordance with a programme of verifcation, which in our opinion provides for physical verifcation of all the fxed assets at reasonable intervals. According to the information and explanations given to us no material discrepancies were noticed on such verifcation.

(c) The fxed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fxed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(iii) In respect of loans, secured or unsecured, granted by the Company to companies, frms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

(a) The Company has granted loans aggregating Rs.12,930 lakhs to two parties during the year. At the year-end, the outstanding balances of such loans granted aggregated Rs.800 lakhs (one party) and the maximum amount involved during the year was Rs.2,200 lakhs (two parties).

(b) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie, not prejudicial to the interest of the Company.

(c) The receipts of principal amounts and interest have been regular / as per stipulations.

(d) There were no overdue amounts remaining outstanding as at the year-end.

In respect of loans, secured or unsecured, taken by the Company from companies, frms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

(a) The Company has taken loans aggregating Rs.4,300 lakhs from two parties during the year. At the year-end, the outstanding balances of such loans taken aggregated Rs.8,138 lakhs (two parties) and the maximum amount involved during the year was Rs.8,454 lakhs (two parties).

(b) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interest of the Company.

(c) The payments of principal amounts and interest in respect of such loans are regular / as per stipulations.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fxed assets and for the sale of services and during the course of our audit we have not observed any continuing failure to correct major weaknesses in such internal control system. The Company does not purchase inventory nor does it sell any goods (other than repossessed automobile assets) in the ordinary course of its business.

(v) In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

(a) The particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

(b) Where each of such transaction (excluding loans reported under paragraph (iii) above) is in excess of Rs.5 lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vi) According to the information and explanations given to us, the Company has not accepted any deposit from the public during the year. In respect of unclaimed deposits, the Company has complied with the provisions of Sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975, as applicable to the Company, with regard to the deposits accepted from the public prior to 1 November, 2006. However, in respect of overdue amounts totalling to Rs.1.86 lakhs, payments have not been made since the repayment of the same to the depositors has been stayed by the Honourable Madras High Court. Further, in respect of overdue amounts totalling to Rs.0.11 lakhs, payments have not been made as per instructions received from the Central Bureau of Investigation. Other than the above, according to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal.

(vii) In our opinion, the internal audit functions carried out during the year by the Company''s internal audit department and an external agency appointed by the Management have been commensurate with the size of the Company and the nature of its business.

(viii) According to the information and explanations given to us in respect of statutory dues:

(a) The Company has been regular in depositing 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 material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of 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 material statutory dues in arrears as at 31 March, 2014 for a period of more than six months from the date they became payable.

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

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

(xi) In our opinion, the Company has maintained adequate documents and records where it has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xii) According to the information and explanations given to us, the Company has not given guarantees for loans taken by others from banks and fnancial institutions.

(xiii) In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained, other than temporary deployment pending application.

(xiv) In our opinion and 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 have, prima facie, not been used during the year for long-term investment.

(xv) According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

(xvi) According to the information and explanations given to us, during the period covered by our audit report, the Company had issued 15,660 secured debentures of Rs.1,000,000 each. The Company has created security in respect of these debentures issued.

(xvii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year though there have been a few cases of irregularities amounting to Rs.112 lakhs (Refer Note 38 to the fnancial statements) detected and appropriately dealt with by the management.

For Deloitte Haskins & Sells

Chartered Accountants

(Firm''s Registration No.: 008072S)

Geetha Suryanarayanan

Date : 28 April, 2014 Partner

Place : Chennai (Membership No.: 29519)


Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying financial statements of CHOLAMANDALAM INVESTMENT AND FINANCE COMPANY LIMITED ("the Company"), which comprise the Balance Sheet as at 31 March, 2013, the Statement of Profit and Loss and 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 Financial Statements

2. The Company''s 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 Section 211(3C) of the Companies Act, 1956 ("the Act") and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

3. 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.

4. 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 control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the 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

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

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March, 2013;

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

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

Report on Other Legal and Regulatory Requirements

6. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

7. 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 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 Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211(3C) of the Act.

(e) On the basis of the written representations received from the directors as on 31 March, 2013 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2013 from being appointed as a director in terms of Section 274(1)(g) of the Act.

Annexure to the Independent Auditors'' Report

(Referred to in paragraph 6 of our report of even date)

(i) Having regard to the nature of the Company''s business / activities / results during the year, clauses 4(ii), 4(viii), 4(x), 4(xiii), 4(xiv), 4(xv) and 4(xx) of paragraph 4 of the Order are not applicable to the Company.

(ii) In respect of its fixed assets:

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

(b) Some of the fixed assets were physically verified during the year by the Management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(iii) In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act 1956, according to the information and explanations given to us:

(a) The Company has granted loans aggregating Rs. 3,650 lakhs to one party during the year. At the year-end, the outstanding balances of such loans granted aggregated Rs. Nil (one party) and the maximum amount involved during the year was Rs. 1,500 lakhs (one party)

(b) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie, not prejudicial to the interest of the Company,

(c) The receipts of principal amounts and interest have been regular / as per stipulations.

(d) There were no overdue amounts remaining outstanding as at the year-end.

In respect of loans, secured or unsecured, taken by the Company from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

(a) The Company has taken loans aggregating Rs. 3,011 lakhs from two parties during the year. At the year-end, the outstanding balances of such loans taken aggregated Rs. 2,041 lakhs (two parties) and the maximum amount involved during the year was Rs. 2,041 lakhs (two parties).

(b) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interest of the Company,

(c) The payments of principal amounts and interest in respect of such loans are regular / as per stipulations.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and for the sale of services and during the course of our audit we have not observed any continuing failure to correct major weaknesses in such internal control system. The Company does not purchase inventory nor does it sell any goods (other than repossessed automobile assets) in the ordinary course of its business.

(v) In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

(a) The particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

(b) Where each of such transaction is in excess of Rs. 5 lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vi) According to the information and explanations given to us, the Company has not accepted any deposit from the public during the year. In respect of unclaimed deposits, the Company has complied with the provisions of Sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975, as applicable to the Company, with regard to the deposits accepted from the public prior to 01 November, 2006. However, in respect of overdue amounts totalling to Rs. 1.86 lakhs, payments have not been made since the repayment of the same to the depositors has been stayed by the Madras High Court. Further, in respect of overdue amounts totalling to Rs. 0.11 lakhs, payments have not been made as per instructions received from the Central Bureau of Investigation. Other than the above, according to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal.

(vii) In our opinion, the internal audit functions carried out during the year by the Company''s internal audit department and an external agency appointed by the Management have been commensurate with the size of the Company and the nature of its business.

(viii) According to the information and explanations given to us in respect of statutory dues:

(a) The Company has been regular in depositing 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 material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of 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 material statutory dues in arrears as at 31 March, 2013 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess which have not been deposited as on 31 March, 2013 on account of disputes are given below:

Name of the Statute Nature of Forum where Dues Dispute is pending

Income Tax Act, 1961 Tax and Commissioner of Interest Income Tax (Appeals)

Income Tax Act, 1961 Tax and Appellate Tribunal Interest (ITAT)

Income Tax Act, 1961 Tax and Madras High Court Interest

Income Tax Act, 1961 Tax Deducted Commissioner of at Source Income Tax (Appeals)

Tamil Nadu General Sales Tax Sales Tax Appellate Sales Tax Act, 1959 Tribunal

Central Sales Tax Act, Sales Tax Sales Tax Appellate 1956 Tribunal

Bihar Finance Act, 1981 Sales Tax Sales Tax Appellate Tribunal

Gujarat Sales Tax Act, Sales Tax Sales Tax Tribunal 1969

Delhi Sales Tax Act, Sales Tax Deputy Commissioner 1975 of Sales Tax Appeals

Amount Name of the Statute Period to which involved the amount relates (Rs. (Financial Year) laksh)

Income Tax Act 1961 2000-01 , 2005-06 and 1,346 2009-10

Income Tax Act, 1961 1990-91, 1991-92, 2003-04 12

Income Tax Act, 1961 1995-96, 2000-01, 2001- 97 02, 2002-03

Income Tax Act, 1961 2009-10 225

Tamil Nadu General Sales Tax Act 1959 1995-96 34

Central Sales Tax Act 1956 1995-96 15

Bihar Finance Act 1987 1993-94 and 1994-95 3

Gujarat Sales Tax Act 1969 1997-98 2

Delhi Sales Tax Act 1975 1991-92 7

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

(x) In our opinion, the Company has maintained adequate documents and records where it has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xi) In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained, other than temporary deployment pending application.

(xii) In our opinion and 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 have, prima facie, not been used during the year for long-term investment.

(xiii) According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

(xiv) According to the information and explanations given to us, during the period covered by our audit report, the Company had issued 20,537 debentures of Rs. 1,000,000 each and 2,860 debentures of Rs. 500,000 each. The Company has created security in respect of the debentures issued.

(xv) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year though there have been a few cases of irregularities amounting to Rs. 143.76 lakhs (Refer Note 39 to the financial statements) detected and appropriately dealt with by the management.

For Deloitte Haskins & Sells

Chartered Accountants

(Registration No.: 008072S)

Geetha Suryanarayanan

Place : Chennai Partner

Date : 26 April, 2013 (Membership No.: 29519)


Mar 31, 2012

1. We have audited the attached Balance Sheet of CHOLAMANDALAM INVESTMENT AND FINANCE COMPANY LIMITED ("the Company") as at 31 March, 2012, the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the 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 the disclosures in the financial statements. An audit also includes assessing the accounting principles used and the significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 (CARO) issued by the Central Government 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 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report as follows:

(a) 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;

(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 Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;

(e) in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March, 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 of the Company for the year ended on that date.

5. On the basis of the written representations received from the Directors as on 31 March, 2012 taken on record by the Board of Directors, none of the Directors is disqualified as on 31 March, 2012 from being appointed as a director in terms of Section 274(1)(g) of the Companies Act, 1956.

(Referred to in paragraph 3 of our report of even date)

(i) Having regard to the nature of the Company's business/activities/result, clauses 4(ii), 4(viii), 4(x), 4(xiii), 4(xiv) and 4(xx) of CARO are not applicable.

(ii) In respect of its fixed assets:

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

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(iii) In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the Register under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

(a) The Company has granted loans to three subsidiaries aggregating to Rs859 lakhs. At the year-end, the outstanding balances of such loans aggregated to RsNIL. The maximum amount involved during the year was Rs911 lakhs (number of parties - three).

(b) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interests of the Company.

(c) The receipts of principal amounts and interest have been regular/as per stipulations.

(d) There were no overdue amounts remaining outstanding as at the year end.

The Company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of fixed assets and the sale of repossessed automobile assets and services. During the course of our audit, we have not observed any major weakness in such internal control system. The Company does not purchase inventory nor does it sell any goods (other than repossessed automobile assets) in the ordinary course of its business.

(v) In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

(a) The particulars of contracts or arrangements referred to Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

(b) Where each of such transaction is in excess of Rs5 lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975, as applicable to the Company, with regard to the deposits accepted from the public prior to November 1, 2006. However, in respect of overdue amounts totalling to Rs1.86 lakhs, payments have not made since the repayment of the same to the depositors has been stayed by the Madras High Court. Further, in respect of overdue amounts totalling to Rs0.11 lakhs, payments have not been made as per instructions received from the Central Bureau of Investigation. Other than the above, according to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal.

(vii) In our opinion, the internal audit functions carried out during the year by the Company's internal audit department as well as an external firm of Chartered Accountants appointed by the Management, have been commensurate with the size of the Company and the nature of its business.

(viii) According to the information and explanations given to us in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed dues, including Provident Fund, Investor Education and Protection Fund, Income-tax, Sales Tax, Value Added Tax, Wealth Tax, Service Tax, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Cess and other material statutory dues in arrears as at 31 March, 2012 for a period of more than six months from the date they became payable except for fixed deposit amounts totalling to Rs1.97 lakhs which have not been credited to Investor Education and Protection Fund since the repayment to the depositors has been stayed by the Madras High Court for an amount of Rs1.86 lakhs and payments to the extent of Rs0.11 lakhs have not been made pursuant to instructions received from Central Bureau of Investigation.

(c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax, and Cess which have not been deposited as on 31 March, 2012 on account of disputes are given below:

Statute Nature of Forum where Dues Dispute is pending

Income Tax Act, 1961 Tax and Interest Commissioner of Income Tax (Appeals)

Income Tax Act, 1961 Tax and Interest Appellate Tribunal (ITAT)

Income Tax Act, 1961 Tax and Interest Madras High Court

Tamil Nadu General Sales Sales Tax Sales Tax Appellate

Tax Act, 1959 Tribunal

Central Sales Tax Act, 1956 Sales Tax Sales Tax Appellate

Tribunal

Bihar Finance Act, 1981 Sales Tax Sales Tax Appellate

Tribunal

Gujarat Sales Tax Act, 1969 Sales Tax Sales Tax Appellate

Tribunal

Delhi Sales Tax Act, 1975 Sales Tax Deputy Commissioner of

Sales Tax Appeals

U.P Trade Tax Act, 1948 Sales Tax Deputy Commissioner of

Trade Tax

Period to which Amount the amount relates involved (Financial Year) (Rsin lakhs)

2000-01 and 2005-06 405.76

1990-91 and 1991-92 2.79

1995-96 and 2000-01 24.99

1994-95 228.59

1994-95 59.77

1992-93 and 1993-94 2.19

1997-98 2.03

1990-91 7.58

1991-92 to 1998-99 9.11

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

(x) In our opinion, the Company has maintained adequate records where it has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xi) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by others from banks and financial institutions are not prima facie prejudicial to the interests of the Company.

(xii) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained, other than temporary deployment pending application.

(xiii) On the basis of review of Asset / Liability Gap Analysis report, giving utilisation of funds on overall basis and the related information made available to us and as per the explanation given to us, we report that funds raised on short term basis have, prima facie, not been used during the year for long term investment.

(xiv) According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

(xv) According to the information and explanations given to us, during the period covered by our audit report, the Company had issued 21,929 debentures of Rs10 lakh each. The Company has created security in respect of the debentures issued.

(xvi) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For Deloitte Haskins & Sells

Chartered Accountants

(Registration No.008072S)

M.K.Ananthanarayanan

Place: Chennai Partner

Date: 26 April, 2012 (Membership No.19521)


Mar 31, 2011

1. We have audited the attached Balance Sheet of CHOLAMANDALAM INVESTMENT AND FINANCE COMPANY LIMITED (formerly known as Cholamandalam DBS Finance Limited) ("the Company") as at 31 March, 2011, the Profit and Loss Account and the Cash Flow Statement of the company for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the 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 the disclosures in the financial statements. An audit also includes assessing the accounting principles used and the significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 (CARO) issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the maters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report as follows:

(a) 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;

(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 Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;

(e) in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the company as at 31 March, 2011;

(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 of the company for the year ended on that date.

5. On the basis of the written representations received from the Directors as on 31 March, 2011 taken on record by the Board of Directors, none of the Directors is disqualified as on 31 March, 2011 from being appointed as a director in terms of Section 274(1)(g) of the Companies Act, 1956.

Annexure to the Auditors Report (Referred to in paragraph 3 of our report of even date)

(i) Having regard to the nature of the companys business/ activities/result, clauses 4(ii), 4(viii), 4(x), 4(xiii), 4(xiv) and 4(xx) of CARO are not applicable.

(ii) In respect of its fixed assets:

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

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(c) The Fred assets disposed of during the year, in our opinion, do not constitute a substantial part of the fixed assets of the company and such disposal has, in our opinion, not affected the going concern status of the company.

(iii) In respect of loans, secured or unsecured, granted by the Company to companies, firms or other partes covered in the Register under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

(a) The Company has granted loans to two subsidiaries aggregating to Rs.4188.00 lakhs. At the year-end, the balance due from one company amounted to Rs.304 lakhs while the dues from another company was fully received before the year end. The maximum amount involved during the year was Rs.2282.60 lakhs (number of partes - two).

(b) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interests of the company.

(c) While one subsidiary has settled its dues during the year, the dues from the other company has become doubtful and has been fully provided for.

(d) There were no overdue amounts remaining outstanding as at the year end except the loan referred in (c) above.

In respect of loans, secured or unsecured, taken by the company from companies, firms or other partes covered

in the Register maintained under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

(a) The Company has taken loans aggregating Rs.3270 lakhs from one party during the year. At the year-end, the outstanding balance of such loans taken aggregated Rs. NIL and the maximum amount involved during the year was Rs.1940 lakhs (number of partes - One).

(b) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interests of the Company.

(c) The payments of principal amounts and interest in respect of such loans are regular/as per stipulations.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of fixed assets and the sale of repossessed automobile assets and services. During the course of our audit, we have not observed any major weakness in such internal control system. The Company does not purchase inventory nor does it sell any goods (other than repossessed automobile assets) in the ordinary course of its business.

(v) In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

(a) The particulars of contracts or arrangements referred to Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

(b) Where each of such transaction is in excess of Rs.5 lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975, as applicable to the

company, with regard to the deposits accepted from the public prior to November 1, 2006. However, in respect of overdue amounts totalling to Rs.1.86 lakhs, payments have not made since the repayment of the same to the depositors has been stayed by the Madras High Court. Further, in respect of overdue amounts totalling to Rs.0.11 lakhs, payments have not been made as per instructions received from the Central Bureau of Investigation. Other than the above, according to the information and explanations given to us, no order has been passed by the company Law Board or the National company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal.

(vii) In our opinion, the internal audit functions carried out during the year by the companys internal audit department as well as an external firm of Chartered Accountants appointed by the Management, have been commensurate with the size of the company and the nature of its business.

(viii) According to the information and explanations given to us in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed dues, including Provident Fund, Investor Education and Protection Fund, Income-tax, Sales Tax, Value Added Tax, Wealth Tax, Service Tax, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Cess and other material statutory dues in arrears as at 31 March, 2011 for a period of more than six months from the date they became payable except for fixed deposit amounts totalling to Rs.1.97 lakhs which have not been credited to Investor Education and Protection Fund since the repayment to the depositors has been stayed by the Madras High Court for an amount of Rs. 1.86 lakhs, payments have not been made pursuant to instructions received from Central Bureau of Investigation for an amount of Rs.0.11 lakhs.

(c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax and Cess which have not been deposited as on 31 March, 2011 on account of disputes are given below:

Statute Nature of Forum where Dispute Period to which Dues is pending the amount relates (Financial Year)

Income Tax Act, 1961 Tax and Commissioner of Income Tax 2000-01,2005-06 Interest (Appeals) and 2006-07

Tamil Nadu General Sales Tax Act, 1959 Sales Tax Sales Tax Appellate Tribunal 1994-95 228.59

Central Sales Tax Act, 1956 Sales Tax Sales Tax Appellate Tribunal 1994-95 59.77

Bihar Finance Act, 1981 Sales Tax Sales Tax Appellate Tribunal 1992-93 and 1993-94

Gujarat Sales Tax Act, 1969 Sales Tax Sales Tax Tribunal 1996-97 and 1997-98

Karnataka Sales Tax Act, 1957 Sales Tax Sales Tax Appellate Tribunal 1992-93 to 1994-95, 1996-97 and 1999-00

Delhi Sales Tax Act, 1975 Sales Tax Sales Tax Appellate Tribunal 1990-91

Sales Tax Deputy Commissioner of 1991-92 to 1998-99 U.P Trade Tax Act, 1948 Trade Tax

Service Tax (Chapter V of the Service Madras High Court 2001-02 and 2002-03 Finance Act, Tax 1994)

Statute Amount involved (Rs. in lakhs)

Income Tax Act, 1961 432.54

Tamil Nadu General Sales 228.59 Tax Act, 1959

Central Sales Tax Act, 1956 59.77

Bihar Finance Act, 1981 2.19

Gujarat Sales Tax Act, 1969 2.03

Karnataka Sales Tax Act, 1957 19.79

Delhi Sales Tax Act, 1975 7.58

U.P Trade Tax Act, 1948 9.11

Service Tax (Chapter V of the 69.33 Finance Act, 1994)

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

(x) In our opinion, the company has maintained adequate records where it has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xi) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the company for loans taken by others from banks and financial institutions are not prima facie prejudicial to the interests of the company.

(xii) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained, other than temporary deployment pending application.

(xiii) On the basis of review of Asset / Liability Gap Analysis report, giving utilisation of funds on overall basis and the related information made available to us and as per the explanation given to us, we report that funds raised on short term basis have, prima facie, not been used during the year for long term investment.

(xiv) According to the information and explanations given to us, the company has not made preferential allotment of shares to partes and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

(xv) According to the information and explanations given to us, during the period covered by our audit report, the company had issued 7200 debentures of Rs.10 lakh each. The Company has created security in respect of the debentures issued.

(xvi) To the best of our knowledge and according to the information and explanations given to us, no fraud by the company and no material fraud on the company has been noticed or reported during the year.

For Deloite Haskins & Sells Chartered Accountants (Registration No.008072S)

M.K.Ananthanarayanan Partner (Membership No.19521)

Chennai 30 April, 2011

 
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