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Auditor Report of Coventry Coil-O-Matic (Haryana) Ltd.

Mar 31, 2010

We have audited the attached Balance Sheet of COVENTRY COIL-O-MATIC (HARYANA) LTD. as at 31st March 2010 and also the Profit and Loss account and the Cash How Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys manage- ment. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards (now known as standard on auditing) generally accepted in India. Those Standards require that we plan and perform the audit to obtain reason- able assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating, the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003 (as amended) issued by the Central Gov- ernment of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order. Further to our comments in the Annexure referred to above, we report that: i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit; ii. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

iii. The Balance Sheet, Profit and Loss account and Cash Flow statement dealt with by this report are in agreement with the books of account.

iv.In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 except as stated in Para vi below.

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

vi.In our opinion and to the best of our information and according to the explanation given to us, and subject to non provisions of interest & Other Charges (not ascertained as the matter is subjudice ) on Secured Loans taken from Financial Institutions/Banks, refer to Note No. 3 (A, B, C, D&E) and payment made to the whole time directors without permission of the central government, refer to Note No. 5 (A) - in Schedule N of notes, we are unable to express our opinion as regards to 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 31a March, 2010

(b) In the case of the Profit & Loss account, of the Profit of the Company for the year ended on that date and

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

Annexure referred to in paragraph 3 of our report of even date Re: Coventry Coil-O-Matic (Haryana) Ltd.

(i) a. The Company has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets and the same has riot been reconciled with the books of accounts.

b. The physical verification of fixed assets (except office equipments) has not been carried out duringyear.

c. There was no substantial disposal of fixed assets during the year.

(ii) a. As explained to us inventories were physically verified during the year by the management at reasonable intervals.

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

c. In our opinion and according to the information and explanation given to us, the Company is maintaining proper records of inventory except work in process and no material discrepancies were noticed on sucfr physical verification.

(iii) a. According to the information and explanations given to us, during the year the Company has not granted any loan secured or unsecured to/or from companines, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

b. According to the information and explanations given to us, during the year the Company has not taken any loan secured or unsecured to/or from companies, firms or other parties covered 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 inad- equate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of goods.

(v) a. In our opinion and according to the information and explanations provided by the management, we are of the opinion that the particulars of contract or arrangements that need to be entered into the register maintained undersection 301 of the Companies Act1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements 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 qs, the Company has not accepted any deposited from the public under section 58A and section 58AA of the Compa- nies Act1956 (as amended) and the rules framed there under.

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

(viii) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1 )(d) Of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

(ix) a. According to the records of the Company, the Company is irregular in depositing undisputed statutory dues including provident fund, employeesstate insurance, sales-tax, excise duty, cess and other statutory dues applicable to it with the appropriate authorities. There is no undisputed outstanding statutory dues as at the year end for a period of more than six months from the date they became payable.

b. According to the records of the Company and as per information and explanation given to us, there are no dues outstanding of sales tax, income tax, service tax, custom duty, wealth tax, excise duty and cess on account of any dispute.

(x) Without considering the impact of para VI of our audit report, the Company does have accumu-* lated loss at the end of the financial year and has exceeded 50% of the Companys Net Worth.

(xi) Based on our audit procedures and on the information and explanations given by the management, the Company has defaulted in repayment of dues, aggregating Rs.8,93,59,656/-(including interest thereon)- and liquidated damages Rs 5,14,138/-. No provision has been made for liquidated damages from 01:04.2003 and interest from 01.04.2005, as amounts remained as unascertained by the Management as referred to in note no. 3 (A, B,C,D& E) of Schedule TV of notes.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(xiv) The Company does not deal or trade in shares, securities, debentures and other securities.

(xv) According to the information and explanations given to us, the Company has not given any corporate guarantees in favour of financial institution/bank for loans taken by others.

(xvi) To the best of our knowledge and belief and according to the information and explanations given to us, the Company has not obtained any term loan during the year.

(xvii) According to the information and explanation given to us, the company has not raised term loan during the year.

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

(xix) The Company did not have any outstanding debentures during the year. Hence, question of creation of security or charge does not arise.

(xx) The Company has not raised any money through a public issue during the year.

(xxi) Based on our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practice in India and according to the information and explanations given to us, no fraud on or by the Company, noticed or reported during the year.

For SINGHI & CO.

Chartered Accountants

Firm Reg. No. 302049E

B.L Choraria

Camp: Rewari Partner

Dated: 25th August 2010 Membership No. 22973

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