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Auditor Report of CMC Ltd. Company
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Auditor Report of CMC Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of CMC LIMITED ("the Company"), which comprise the Balance Sheet as at 31 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, 2015. 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 31 March, 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by Section 143(3) of the Act, we report that:

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

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

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

d. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2015.

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

f. 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, 2015, in our opinion and to the best of our information and according to the explanations given to us:

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

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

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

For Deloitte Haskins & Sells

Chartered Accountants (Firm''s Registration No. 015125N)

Alka Chadha

(Partner)

MUMBAI, 9 April, 2015 (Membership No. 93474))


Mar 31, 2013

We have audited the accompanying financial statements of CMC 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

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 controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

Auditors'' 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 the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

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 the internal controls 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

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

1. 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.

2. As required by Section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 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/result, clause 4(xiii) of the Order is 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 its inventory:

a. As explained to us, inventory in the Company''s possession has been verified by the Management during the year at reasonable intervals. For materials lying with third parties or at customers'' sites aggregating to Rs. 1,105.97 lacs in the absence of confirmations from such parties, we have relied on certification from the respective project managers.

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

c. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

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

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

vi. Based on the examination of the books of account and related records and according to the information and explanations provided to us, there are no contracts or arrangements with companies, firms or other parties which need to be listed in the register maintained under Section 301 of the Companies Act, 1956.

vii. According to the information and explanations given to us, the Company has not accepted any deposits from the public, within the meaning of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

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

ix. According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for the Company.

x. According to the information and explanations given to us in respect of statutory dues:

a. the Company has been generally regular in depositing undisputed dues, including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Cess, Investor Education and Protection Fund and other material statutory dues applicable to it with the appropriate authorities.

The operations of the Company during the year did not give rise to any Excise Duty.

b. there are no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Cess, Investor Education and Protection Fund 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.

The operations of the Company during the year did not give rise to any Excise Duty.

c. Details of dues of Income Tax, Sales Tax, and Service Tax which have not been deposited as on 31 March, 2013 on account of disputes which are given below:

Statute Nature of dues Forum where dispute is pending

West Bengal Value i Tax demand on disallowance of credit for Tax Deducted at Source (TDS), West Bengal Commercial Taxes Added Tax Act, 2003 concessional sales tax forms and set off of amount of tax paid to sub-contractors Appellate and Revision Board ii Tax demand on disallowance of credit for Tax Deducted at Source (TDS), Assistant Commissioner of Commercial Taxes concessional sales tax forms and set off of amount of tax paid to sub-contractors

iii Tax demand imposed on enhancement of turnover West Bengal Commercial Taxes Appellate and Revision Board

iv Exparte assessment made by Deputy Commissioner West Bengal Commercial Taxes Appellate and Revision Board

v Enhancement of gross turnover, imposition of VAT on franchisee collections West Bengal Commercial Taxes Appellate and Revision Board

Bihar Value Added Tax demand and penalty imposed on enhancement of turnover during Commercial Taxes Tribunal Tax Act, 2005 assessment and delay in filing of return

Madhya Pradesh Tax demand on disallowance of credit for TDS and tax deposited through challans Assistant Commissioner, Commercial Tax Commercial Tax Act, 1994

Madhya Pradesh Tax demand on enhancement of turnover during assessment Assistant Commissioner, Commercial Tax Land Revenue Code, 1959

Uttar Pradesh i Tax demand on interstate sales deemed intra state sales Deputy Commissioner, Commercial Tax Trade Tax Act, 1948 ii Tax demand on disallowance of non-taxable turnover Deputy Commissioner, Appeal iii Tax demand on disallowance of credit for TDS and tax deposited through challans Deputy Commissioner, Commercial Tax

iv Tax demand on disallowance of exempted turnover Lucknow High Court

v Tax demand due to deficiencies in documents accompanying the goods Joint Commissioner Appeals

Uttar Pradesh Value i Tax demand due to deficiencies in documents accompanying the goods Commercial Tax Tribunal Added Tax Act, 2008 ii Tax demand on account of road permit issued for spares for internal use. Deputy Commissioner, Commercial Tax

iii Tax demand on account of entry tax. Deputy Commissioner, Commercial Tax

Central Sales Tax i Tax demand on non- submission of sales tax forms. Deputy Commissioner, Appeals Act, 1956 ii Tax demand due to error in computation. Commercial Tax Officer

Tamil Nadu Value i Tax demand on ''sales in transit'' transactions Sales Tax Tribunal Added Tax Act, 2006 ii Tax demand on spares replaced under warranty Appellate Assistant Commissioner iii Tax demand on defective Form - C and Form - D Commercial Tax Officer

iv Tax demand raised by the Assessing Officer towards tax on notional gross profit Commercial Tax Officer

v Tax demand on re-opening completed assessment Appellate Appellate Assistant/ Deputy Commissioner

vi Tax demand on gross amount including sales tax Appellate Assistant Commissioner

vii Tax demand on exceeded turnover Appellate Assistant Commissioner, Commercial Tax

Andhra Pradesh Value i Tax demand on sales assessed as works contract Appellate Tribunal Added Tax Act, 2005 ii Tax demand on sales assessed as works contract Appellate Deputy Commissioner

iii Tax demand on sales assessed as works contract Appellate Tribunal

Uttaranchal Value i Tax demand on disallowance of exempted turnover Commercial Tax Officer Added Tax Act, 2005 ii Tax demand on denial of input tax credit Appellate Assistant Commissioner

Kerala Value Added Tax demand on goods assessed at higher rate of tax. Assistant/Deputy Commissioner Tax Act, 2003

Delhi Sales Tax on Work i Tax demand on disallowance of input tax credit. Commercial Tax Officer

Contract Act, 1999 ii Tax demand on recomputation of gross turnover on the basis of Commercial tax Officer TDS certificates submitted

Statute Period to Amount which the involved amount relates Rs./lacs

West Bengal Value Added Tax Act,2003 1999-00 to 2000-01 2.34

1997-98 11.88

2003-04 9.95

2004-05 30.20

2006-07 14.92

69.29

Bihar Value Added Tax Act, 2005 1990-91 to 1992-93 39.19

Madhya Pradesh 2005-06 0.42 Commercial Tax Act,1994

Madhya Pradesh 2002-03 & 2005-06 6.19 Land Revenue Code,1959 to 2007-08

Uttar Prades Trade Tax Act,1948 1994-95 1.94

1996-97 0.38

2002-03 2.87

2004-05 10.39

2006-07 1.70

17.28

Uttar Pradesh Value Added Tax Act, 2008 2009-10 5.30

2008-09 1.30

2008-09 0.39

6.99

Central Sales Tax Act, 1956 2006-07 2.86

2006-07 0.32

3.18

Tamil Nadu Value Added Tax Act, 2006 1993-94 9.22

1995-96 to 1998-99 1.63

1994-95 & 1998-99 0.49

1994-95 & 1998-99 3.13

2004-05 & 2006-07 17.33

1996-97 & 1997-98 13.55

2005-06 14.53

59.88

Andhra Pradesh Value Added Tax Act,2005 2001-02 56.74

2003-04 23.86

2002-03 32.71

113.31

Uttaranchal Value Added Tax Act, 2005 2005-06 0.71

2006-07 3.59

4.30

Kerala Value Added Tax Act, 2003 1996-97 & 1999-2000 4.07

Delhi Sales Tax on Work Contract Act,1999 1999-00 0.52

2002-03 36.55

37.07

Statute Nature of dues Forum where dispute is pending

Finance Act, 1994 i Demand of service tax on election photo identification cards High Court

ii Demand of service tax on facility management project Custom, Excise and Service Tax Appellate Tribunal

iii Demand of service tax on course fee shared with franchisees. Supreme Court

iv Demand of service tax on election photo identification cards Joint Commissioner, Service Tax

v Demand of service tax on course fee shared with franchisees Commissioner of Service Tax (Appeals)

vi Demand of service tax on installation and commissioning of equipment Custom, Excise and Service Tax Appellate

Tribunal/Joint Commissioner of Service Tax (Appeals)

vii Excess utilisation of CENVAT credit Custom, Excise and Service Tax Appellate Tribunal

viii Demand of service tax on election photo identification cards Assistant Commissioner of Service Tax

ix Demand of service tax on installation and commissioning of equipment. Commissioner of Service Tax (Appeals)

x Demand of service tax for irregular availment of input service tax credit. Custom, Excise and Service Tax Appellate Tribunal

xi Demand of service tax on course fee shared with franchisees. Custom, Excise and Service Tax Appellate Tribunal

xii Demand of service tax on facility management services. Custom, Excise and Service Tax Appellate Tribunal

xiii Demand of service tax on facility management and other services. Custom, Excise and Service Tax Appellate Tribunal

xiv Demand on account of denial of cenvat credit against service tax paid Commissioner of Service Tax to travel agents on account of booking of tickets of employees.

xv Demand of service tax on facility management and other services. Commissioner of Central Excise and Service Tax (Appeals)

xvi Demand of service tax on facility management and other services. Commissioner of Service Tax

xvii Demand of service tax on preparation of electoral rolls. Additional Commissioner of Service Tax

xviii Demand of service tax and penalty thereon related to installation Assistant Commissioner of Service Tax and commissioning services. (Audit)

xix Incorrect utilisation of service tax input credit. Additional Commissioner of Service Tax (Appeals)

xx Disputed service tax for non-payment of service tax under supply Commissioner of Service Tax of eligible goods.

xxi Disputed service tax for non-payment of service tax under supply of Commissioner of Service Tax eligible goods.

xxii Disputed service tax related to installation and commissioning services. Custom, Excise and Service Tax Applellate Tribunal

xxiii Disputed service tax on input credit not captured in the service tax returns. Custom, Excise and Service Tax Appellate Tribunal

xxiv Demand of service tax on installation and commissioning of equipment. Additional Commissioner of Service Tax

xxv Demand of service tax on annual maintenance of contracts. Commissioner of Service Tax

xxvi Incorrect utilisation of service tax input credit. Additional Commissioner of Service Tax

xxvii Demand of service tax on recovery of expenses. Additional Commissioner of Service Tax

xxviii Service tax charged at lower rate. Custom, Excise and Service Tax Appellate Tribunal

xxix Demand of service tax on election photo identification cards. Assistant Commissioner of Service Tax

Income Tax Act,1961 i Tax deducted at lower rate. Commissioner of Income Tax

ii Tax liability on disallowance of deductions. Assistant Commissioner of Income Tax

iii Tax liability on unearned income and on disallowance of certain deductions. Refer note below

Statute Period to Amount which the involved amount relates Rs./lacs

Finance Act, 1994 2002-03 17.45

2003-04 13.44

2003-04 4.50

2002-03 to 2008-09 97.72

2003-04 25.77

2004-05 to 2009-10 3,137.42

2005-06 to 2009-10 797.29

2009-10 & 2010-11 10.33

2010-11 23.07

2008-09 & 2010-11 1.63

2003-04 2.14

2003-04 to 2006-07 655.52

2004-05 to 2009-10 744.89

2006-07 to 2008-09 0.41

2010-11 25.47

2011-12 61.48

2004-2005 to 2006-07 36.25

2005-06 to 2008-2009 599.52

2004-05 to 2009-10 9.56

2008-09 to December,2010 19.73

January to September 2011 6.16

2006-07 to 2010-11 111.98

2010-11 14.55

2011-12 43.60

2007-08 & 2011-12 87.67

2011-12 5.35

2008-09 to 2011-12 33.71

2006-07 to 2008-09 1.86

2011-12 2.56

6,591.03

Income Tax Act,1961 2007-08 266.63

2010-11 495.24

2009-10 585.55

1,347.42

Grand Total 8,299.61

Note : Demand raised by the Deputy Commissioner of Income tax.The Company proposes to file an appeal before the appropriate authorities in respect of the above (See note 28.1 of notes forming part of the financial statements).

We are informed that there are no dues in respect of Wealth Tax, Customs Duty and Cess which have not been deposited on account of any dispute. The Company''s operations did not give rise to Excise Duty.

xi. The Company does not have any accumulated losses nor has incurred any cash losses during the current and the immediately preceding financial year.

xii. According to the information and explanations given to us and the records of the Company examined by us, the Company has not taken any loans from financial institutions or banks or issued any debentures. Accordingly, the provisions of clause 4(xi) of the Order are not applicable to the Company.

xiii. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by the way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable to the Company.

xiv. In our opinion and according to the information and explanations given to us the Company is not dealing in shares, securities and debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

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

xvi. According to the information and explanations given to us, the Company did not have any term loans outstanding during the year. Accordingly, the provisions of clause 4(xvi) of the Order are not applicable to the Company.

xvii. In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that funds raised on short term basis have not been used during the year for long- term investment

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

xix. According to the information and explanations given to us, the Company has not issued any debentures during the period covered by our report. Accordingly, the provisions of clause (xix) of the Order are not applicable to the Company.

xx. The Company has not raised any money by way of public issues during the year.

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

For Deloitte Haskins & Sells

Chartered Accountants

(ICAI Registration No. 015125N)

Alka Chadha

Partner

NEW DELHI, 15 April, 2013 (Membership No. 93474)


Mar 31, 2012

1. We have audited the attached Balance Sheet of CMC 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 (the 'Order') 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 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 comply 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 written representations received from the Directors as on 31 March, 2012 taken on record by the Board of Directors, we report that 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.

ANNEXURE TO THE AUDITORS' REPORT

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

i. Having regard to the nature of the Company's business/activities/result, clause 4(xiii) of the Order is 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 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 its inventory:

a. As explained to us, inventory in the Company's possession has been verified by the Management during the year at reasonable intervals. For materials lying with third parties or at customers' sites aggregating to Rs 935.69 lacs in the absence of confirmations from such parties, we have relied on certification from the respective Project Managers.

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

c. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

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

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

vi. Based on the examination of the books of account and related records and according to the information and explanations provided to us, there are no contracts or arrangements with companies, firms or other parties which need to be listed in the register maintained under Section 301 of the Companies Act, 1956.

vii. According to the information and explanations given to us, the Company has not accepted any deposits from the public, within the meaning of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

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

ix. According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for the Company.

x. According to the information and explanations given to us in respect of statutory dues:

a. the Company has been generally regular in depositing undisputed dues, including Service Tax, Income Tax, Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Sales Tax, Wealth Tax, Customs Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

The operations of the Company during the year did not give rise to any Excise Duty.

b. there are no undisputed amounts payable in respect of Service Tax, Income Tax, Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, 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.

The operations of the Company during the year did not give rise to any Excise Duty.

c. Details of dues of Income Tax, Sales Tax, Works Contract Tax and Service Tax which have not been deposited as on 31 March, 2012 on account of disputes are given below:

Statute Nature of dues

West Bengal Value i Tax demand on disallowance of credit for Tax Deducted at Source (TDS), Added Tax Act, 2003 concessional sales tax forms and set off of amount of tax paid to sub-contractors

ii Tax demand on disallowance of credit for Tax Deducted at Source (TDS), concessional sales tax forms and set off of amount of tax paid to sub-contractors

iii Tax demand imposed on enhancement of turnover

iv Exparte assessment made by Deputy Commissioner

v Enhancement of gross turnover, imposition of VAT on franchisee collections

Bihar Value Added Tax demand and penalty imposed on enhancement of turnover during Tax Act, 2005 assessment and delay in filing of return Madhya Pradesh Tax demand on disallowance of credit for TDS and tax deposited through challans Commercial Tax Act,1994 Madhya Pradesh Tax demand on enhancement of turnover during assessment Land Revenue Code, 1959 Uttar Pradesh i Tax demand on interstate sales deemed intra state sales Trade Tax Act, 1948 ii Tax demand on disallowance of non-taxable turnover

iii Tax demand on disallowance of credit for TDS and tax deposited through challan

iv Tax demand on disallowance of exempted turnover

v Tax demand due to deficiencies in documents accompanying the goods Uttar Pradesh Value Tax demand due to deficiencies in documents accompanying the goods Added Tax Act, 2008 Central Sales Tax Tax demand on non-submission sales tax forms Act, 1956 Tamil Nadu Value i Tax demand on 'sales in transit' transactions Added Tax Act, 2006 ii Tax demand on spares replaced under warranty

iii Tax demand on defective Form - C and Form - D

iv Tax demand raised by the Assessing Officer towards tax on notional gross profit

v Tax demand on re-opening completed assessment

vi Tax demand on gross amount including sales tax

vii Tax demand on goods assessed at higher rate of tax

viii Tax demand on exceeded turnover

Andhra Pradesh Value i Tax demand on sales assessed as works contract Added Tax Act, 2005 ii Tax demand on sales assessed as works contract iii Tax demand on sales assessed as works contract

Uttaranchal Value i Tax demand on disallowance of exempted turnover Added Tax Act, 2005 ii Tax demand on denial of input tax credit Delhi Value Added Tax demand due to error in computation Tax Act, 2004 Delhi Sales Tax on Work i Tax demand on disallowance of input tax credit Contract Act, 1999 ii Tax demand on recomputation of gross turnover on the basis of TDS certificates submitted Finance Act, 1994 i Demand of service tax on election photo identification cards

ii Demand of service tax on IDBRT facility management project

iii Demand of service tax on CMC share of course fee

iv Demand of service tax on election photo identification cards

v Demand of service tax on course fee shared with franchisees

vi Demand of service tax on installation and commissioning of equipment

vii Excess utilisation of CENVAT credit

viii Demand of service tax on election photo identification cards

ix Demand of service tax on installation and commissioning of equipment

x Demand of service tax for irregular availment of input service tax credit

xi Demand of service tax on course fee shared with franchisees

xii Demand of service tax on facility management services

Forum where Period to Amount dispute is pending which the involved amount relates Rs/lacs West Bengal Commercial Taxes 1999-00 to 2000-01 2.34 Appellate and Revision Board Assistant Commissioner of Commercial Taxes 1997-98 11.88 West Bengal Commercial Taxes Appellate 2003-04 9.95 and Revision Board

West Bengal Commercial Taxes Appellate 2004-05 30.20 and Revision Board

Additional commissioner, Commercial Taxes, 2006-07 14.99

West Bengal _

69.36

Commercial Taxes Tribunal 1990-91 to 1992-93 39.19

39.19

Assistant Commissioner, Commercial Tax 2005-06 0.42

Commercial tax Officer 2002-03 & 2005-06 6.19

to 2007-08

6.61

Deputy Commissioner, Commercial Tax 1994-95 1.94

Deputy Commissioner, Appeal 1996-97 0.38

Deputy Commissioner, Commercial Tax 2002-03 2.87

Deputy Commissioner, Appeals 2004-05 11.95

Joint Commissioner Appeals 2006-07 1.70

Commercial Tax Tribunal 2009-10 5.30

Deputy Commissioner, Appeals 2006-07 2.86

27.00

Appellate Assistant Commissioner 1993-94 9.22

Appellate Assistant Commissioner 1995-96 to 1998-99 1.63

Commercial Tax Officer 1994-95 & 1998-99 0.49

Commercial Tax Officer 1994-95 & 1998-99 3.13

Appellate Assistant/ 2003-04, 2004-05 17.33 Deputy Commissioner & 2006-07

Appellate Assistant Commissioner 1996-97 & 1997-98 13.55

Assistant/Deputy Commissioner 1996-97 & 1999-2000 4.07

Assistant Commissioner, Commercial Tax 2005-06 14.53

63.95

Appellate Tribunal 2001-02 56.74

Commercial Tax Officer 2002-03 to 2003-04 136.25

Appellate Deputy Commissioner 2004-05 191.11

384.10

Commercial Tax Officer 2005-06 0.71

Appellate Assistant Commissioner 2006-07 3.59

4.30

Commercial Tax Officer 2006-07 0.32

0.32

Commercial Tax Officer 1999-00 0.52

Commercial tax Officer 2002-03 36.55

37.07

High Court 2002-03 17.45

Custom, Excise and Service Tax Appellate Tribunal 2003-04 13.44

Supreme Court 2003-04 4.50

Joint Commissioner, Service Tax 2002-03 to 2008-09 98.32

Additional Commissioner of Service Tax 2003-04 25.77

Commissioner of Service Tax/ 2004-05 to 2009-10 3,137.42 Joint Commissioner of Service Tax

Commissioner, Service Tax 2005-06 to 2009-10 797.29

Assistant Commissioner of Service Tax 2010-11 2.57

Additional Commissioner of Service Tax 2010-11 23.07

Deputy Commissioner of Custom, 2010-11 1.71 Excise and Service Tax

Refer Note 1 2002-03 to 2005-06 2.14

Refer Note 1 2003-04 to 2006-07 655.52

Statute Nature of dues

xiii Demand of service tax on facility management and WAN services

xiv Demand on account of denial of cenvat credit against service tax paid to travel agents on account of booking of tickets of employees

xv Demand of service tax on facility management and WAN services

xvi Demand of service tax on preparation of electoral rolls

xvii Demand of service tax and penalty thereon related to installation and commissioning services

xviii Incorrect utilization of service tax input credit Service Tax (Appeals)

xix Disputed service tax for non-payment of service tax under supply of eligible goods

xx Disputed service tax related to installation and commissioning services

xxi Disputed service tax on input credit not captured in the service tax returns

Income Tax Act,1961 i Tax deducted at lower rate

ii Taxability of unearned income and various disallowance of deductions

iii Tax deducted at lower rate

Forum where Period to Amount

dispute is pending which the involved amount relates Rs/lacs

Refer Note 1 2004-05 to 2009-10 744.89

Commissioner of Service Tax 2006-07 to 2008-09 0.41

Additional Commissioner of 2010-11 25.47 Central Excise and Service Tax

Additional Commissioner of 2004-2005 to 2006-2007 36.25

Service Tax (Appeals)

Additional Commissioner of 2004-2005 to 2009-010 599.52 Service Tax (Appeals)

Additional Commissioner, 2004-05 to 2009-2010 9.56

Refer note 1 2010-11 19.73

Refer note 1 2010-11 119.12

Deputy Commissioner of Customs 2010-11 14.55

Central Excise & Service Tax _

6,348.70

Refer Note 2 2006-07 & 2010-11 87.60

Commissioner of Income Tax, (Appeals) 2008-09 456.63

Refer Note 2 266.63

810.86

Grand Total 7,791.46

Notes:

1. Demand raised by the Commissioner of Service Tax.

2. Demand raised by the Additional Commissioner of Income Tax.

The Company proposes to file an appeal before the appropriate authorities in respect of the above (See note 27.1 of note forming part of the financial statement).

We are informed that there are no dues in respect of Wealth Tax, Customs Duty and Cess which have not been deposited on account of any dispute. The Company's operations did not give rise to Excise Duty.

xi. The Company does not have any accumulated losses nor has incurred any cash losses during the current and the immediately preceding financial year.

xii. According to the information and explanations given to us and the records of the Company examined by us, the Company has not taken any loans from financial institutions or banks or issued any debentures. Accordingly, the provisions of clause 4(xi) of the Order are not applicable to the Company.

xiii. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by the way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable to the Company.

xiv. In our opinion and according to the information and explanations given to us the Company is not dealing in shares, securities and debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

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

xvi. According to the information and explanations given to us, the Company did not have any term loans outstanding during the year. Accordingly, the provisions of clause 4(xvi) of the Order are not applicable to the Company.

xvii. In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that funds raised on short term basis have not been used during the year for long- term investment

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

xix. According to the information and explanations given to us, the Company has not issued any debentures during the period covered by our report. Accordingly, the provisions of clause (xix) of the Order are not applicable to the Company.

xx. The Company has not raised any money by way of public issues during the year.

xxi. 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 (Firm Registration No. 015125N)

Alka Chadha

Partner

MUMBAI, 18 April, 2012 (Membership No. 93474)


Mar 31, 2011

1. We have audited the attached Consolidated Balance Sheet of CMC Limited ("the Company") and its subsidiaries (the Company and its subsidiaries constitute "the Group") as at 31 March, 2011, the Consolidated Profit and Loss Account and the Consolidated Cash Flow Statement of the Group for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Companys Management and have been prepared on the basis of the separate financial statements and other financial information regarding components. Our responsibility is to express an opinion on these Consolidated 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. We report that the Consolidated Financial Statements have been prepared by the Company in accordance with the requirements of Accounting Standard 21 (Consolidated Financial Statements) as notified under the Companies (Accounting Standards) Rules, 2006.

4. Based on our audit and on consideration of the separate audit report on the individual financial statements of the Company, and the aforesaid subsidiaries and to the best of our information and according to the explanations given to us, in our opinion, the Consolidated Financial Statements give a true and fair view in conformity with the accounting principles generally accepted in India:

a. in the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at 31 March, 2011;

b. in the case of the Consolidated Profit and Loss Account, of the profit of the Group for the year ended on that date, and;

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

For DELOITTE HASKINS & SELLS Chartered Accountants (Registration No. 015125N)

ALKA CHADHA

Partner (Membership No. 93474)

NEW DELHI,

18 April, 2011

 
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