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Auditor Report of Easun Reyrolle Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of EASUN REYROLLE LIMITED which comprise of the Balance Sheet as at 31stMarch 2015, Statement of Profit & Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (‘the act’) with respect to 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 principles generally accepted in India, including the Accounting Standards Specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent; and design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the act, and the rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and 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 to 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 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 qualified audit opinion on the financial statements.

Basis for Qualified Opinion

a) Note No. 31 to the financial statement in respect of projects under Turn-key basis undertaken by the company, we have relied upon the management’s estimates in respect of stage of completion, costs to completion including provisions made for supplies to be effected and installation activities and on the projections of revenues expected from projects and realisability of work in progress and project receivables, whether confirmed or otherwise owing to the technical nature of such estimates, on the basis of which profits / losses have been accounted.

b) Note No. 47 to the financial statement in respect of value of inventory pertaining to the ‘Metering Business’ amounting to Rs.215.41 lakhs is continued to be carried at cost even though there is no active business for considerable period, pending ascertainment of alternative markets for utilizing the inventories, the realizable value has not been ascertained, consequently the impact on the financial statements is not quantifiable.

Qualified Opinion

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31stMarch 2015; and

b) in the case of the Statement of Profit and Loss, of the Loss for the year ended on that date.

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

Attention is drawn to the following:

a) Note No. 35 to the financial statement with regard to Liquidated Damages recovered by the customers of Turnkey projects from running bills amounting to Rs.1191.69 lakhs, is under negotiations with customers seeking waiver of the same. Pending the outcome of the same the Liquidated Damages so levied have not been provided for.

b) Note No. 36 to the financial statements with regard to pending approval of RBI towards extension of time limit as stipulated in the FEMA Regulations in respect of dues from the foreign customers amounting to Rs.117.03 lakhs due for more than 1 year.

c) Note No. 48 to the financial statement in respect of certain turnkey projects which have been terminated by the customers resulting in encashment of bank guarantees given by the company amounting to Rs.526.95 lakhs (Net) has been shown recoverable from parties in respect of which negotiations with the customers are stated to be in progress. Pending the outcome of negotiations no adjustment in the financial statements has been made.

d) Note No. 49 to the financial statement with regard to balances due from and due by the company towards debtors and creditors including debit balances in creditor accounts and credit balances in debtors accounts, in respect of which confirmations have not been received. Pending receipt of confirmation of balances and consequent reconciliations if any and the resultant impact on the financial statements including the operating results is not ascertainable

e) Note No. 52 to the financial statements with regard to pending compliance under FEMA Rules in respect of extension of time limit for receipt of material on advance to Associate Enterprise to the extent of Rs.624.19 lakhs.

Our opinion is not qualified in respect of this matter.

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 of India in terms of Sub section (11) of Section 143 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 purpose of our audit

b) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

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

d) i n our opinion, the aforesaid 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 written representations received from the directors as on 31st March 2015 and taken on record by the Board of Directors, there is no disqualification of directors as on 31st 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 Auditors Report in accordance with Rule 11 of the Companies (Audits and Auditors) Rules 2014, in our opinion and to the best of our information and according to the explanations given to us:-

(i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements in Note No. 29.

(ii) The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses,

(iii) The amounts required to be transferred to the Investor Education and Protection fund by the Company have been transferred.

Annexure referred to in Paragraph under the heading “Report on other legal and regulatory requirements “of our Report of even date to the members of EASUN REYROLLE LIMITEDon the accounts of the company for the year ended 31stMarch, 2015:

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we report that:

1. (a) The Company has maintained proper records showing full particulars, including

quantitative details and situation of fixed assets;

(b) As explained to us, these fixed assets have been physically verified by the management at regular intervals which however, in our opinion needs to be strengthened further having regard to the size of the company and nature of assets. As informed to us no material discrepancies were noticed on such verification;

2. (a) The Stock of Finished Goods, Stores and Spare Parts and Raw Materials except stock lying with third parties for which confirmation have been sought for, have been physically verified at year end as per programme of verification drawn up by the management.

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

(c) On the basis of the records examined by us and relying on the information provided to us, in our opinion, the Company is maintaining proper records of inventories and no material discrepancies were noticed on physical verification as compared to the book record of inventories.

3. During the year the company granted interest free advances to wholly owned overseas subsidiary outstanding at year end amounting to Rs.2586.05 lakhs other than this the company has not granted any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 189 of the Act. The terms of advance given are not prima facie prejudicial to the interests of the company. In the absence of any specific terms as regards the term of advance and terms of repayment of the advances given, we are unable to comment on the same.

4. In our opinion there is adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, no major weakness has been noticed or reported.

5. The Company has not accepted any deposits from the public covered under Section 73 to 76 of the Companies Act, 2013.

6. We have broadly reviewed the books of account and records maintained by the Company relating to the manufacture of Electrical or Electronic Machinery, pursuant to the Rules made by the Central Government for maintenance of Cost Records under sub-section (1) of Section 148 of the Actand are of the opinion that prima facie, the records maintained by the company are to be augmented. We have, however, not made a detailed examination of the records with a view to determining whether they are accurate or complete.

7. (a) According to the information and explanations given to us, the Company is generally regular in depositing the undisputed statutory dues in respect of Customs Duty. However, there have been instances of delay in deposit of the undisputed statutory dues of Provident Fund, Income-tax including Tax Deducted at Source, Sales-tax (Value Added Tax and Central Sales Tax), Service Tax, Excise Duty and other material statutory dues with appropriate authorities during the year.

(b) According to the information and explanations given to us, except for the undisputed statutory dues representing Fringe Benefit Tax of Rs.9.21 lakhs, Service Tax of Rs.92.39 lakhs, Professional Tax of Rs.2.17 lakhs, Income Tax of Rs.59.15 lakhs (requested the department to adjust with refund of Rs.144.64 lakhs against AY 2013-14), no other statutory dues were outstanding at year end for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, on the basis of examination of

records of the Company, the following dues have not been deposited with the appropriate authorities on account of dispute.

Assessment year to Forum where Name of the Statute which the matter the matter Rs. in pertains is pending Lakhs

Income Tax 2003-04 Tribunal (Appeals) * 47.85

Income Tax 2004-05 Tribunal (Appeals) * 26.13

Income Tax 2006-07 CIT (Appeals) # 55.42

Income Tax 2008-09 CIT (Appeals) * 306.33

Income Tax 2009-10 CIT (Appeals) @ 524.99

Income Tax 2010-11 CIT (Appeals) @ 178.18

Sales Tax, Karnataka 2007-08 VAT (Appeals) ** 63.65

Sales Tax, Karnataka 2008-09 VAT (Appeals) # 41.78

Sales Tax, West Bengal 2009-10 VAT (Appeals) @ 6.18

Customs Duty 2011-12 CESTAT # 66.38

Sales Tax, Tamilnadu 2006-07 - &37.98

Sales Tax, Tamilnadu 2007-08 - @ 8.38

Sales Tax, Tamilnadu 2008-09 - @ 29.63

Sales Tax, Tamilnadu 2009-10 - @ 30.44

Sales Tax, Tamilnadu 2010-11 - @ 144.43

Sales Tax, Tamilnadu 2011-12 - @ 337.06

Enforcement Sales 2010-11 VAT (Appeals) ~ 11.97 Tax, TN

Enforcement Sales 2011-12 VAT (Appeals) ~ 17.69 Tax, TN

# paid

* adjusted against refund

** Rs.32 lakhs Paid and Balance covered under Bank Guarantee

@ unpaid

& Rs.5 Lakhs paid, Rs.14.21 Lakhs adjusted against refund and Balance not paid

~ 25% appeal deposit paid

(d) The amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder has been transferred to such fund.

8. The Company has accumulated loss of Rs.5161.62 Lakhs at the end of financial year which is not less than 50% of its net worth. It has incurred cash loss during the financial year covered by our audit and also in the immediately preceding financial year.

9. Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to banks, financial institutions and debenture holders except for a delay of upto 30 days in repayment of term loan installment to banks during the year

10. The Company has not given guarantees for loans taken by others from banks or financial institutions.

11. The Company has not availed Term loan during the year. Hence the above clause is not applicable to the company.

12. During the course of our examination of the books and records of the company, carried in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the course of our audit nor have we been informed of any such instance by the Management.

For BRAHMAYYA & CO., For R.SUBRAMANIAN AND COMPANY Chartered Accountants Chartered Accountants Firm Regn. No. 000511S Firm Regn. No. 004137S

N. Srikrishna K. Jayashankar Partner Partner Membership No. 26575 Membership No. 14156

Place : Chennai Date : 29th May, 2015


Mar 31, 2014

We have audited the accompanying financial statements of EASUN REYROLLE LIMITED which comprise of the Balance Sheet as at 31st March 2014, Statement of Profit & Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. The responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, 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 accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Basis for Qualified Opinion

Consequent to superannuation of existing company secretary who retired from service on 01st December 2013, the company has not appointed any other full time company secretary in the vacancy caused accordingly the provisions of section 383A of the companies Act 1956 have not been complied with.

Opinion

In our opinion and to the best of our information and according to the explanations given to us except for the effect of matters stated in the basis for qualified opinion paragraph, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

1. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2014

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

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

Emphasis of Matter

a) Attention is invited to Note no.32 , Sale of fixed assets during the previous financial year 2012-13 amounting to Rs 1800 Lacs with profit on sale of such asset recognized amounting to Rs. 1747.12 Lacs is subject to no objection from its charge holders and still is pending conveyance. Our opinion is not qualified in respect of this matter.

b) (1) Attention is invited to Note no.31(b), In respect of projects under TURN key basis undertaken

by the company, we have relied upon the management''s estimates in respect of stage of completion, costs to completion including provisions made for supplies to be effected and installation activities and on the projections of revenues expected from projects and realisability of the work in progress and project receivables, whether confirmed or otherwise owing to the technical nature of such estimates, on the basis of which profits/losses have been accounted. Our opinion is not qualified in respect of this matter.

(2) Attention is invited to Note No.35, The liquidated damages recovered by the customers Turnkey ongoing projects from running bills amounting to Rs.1012.27 Lacs, is under negotiations with customers seeking waiver of the same. Pending the outcome of the same the Liquidated damages so levied has not been provided for. Our opinion is not qualified in respect of this matter

c) Attention is invited to Note No.47, the value of inventory pertaining to the "Metering Business" amounting to Rs.215.41 Lacs is continued to be carried at cost even though there is no active business for considerable period, pending ascertainment alternative markets for utilizing the inventories, the realizable value has not been ascertained, consequently the impact on the financial statements is not quantifiable. Our opinion is not qualified in respect of this matter.

d) Attention is invited to Note No. 48, In respect of certain turnkey contracts which have been terminated by the customers resulting in encashment of bank guarantees given by the company amounting to Rs.134.82 Lacs (Net) has been shown recoverable from parties in respect of which negotiations with the customers are stated to be in progress. Pending the outcome of negotiations the no adjustment in the financial statements has been made. Our opinion is not qualified in respect of this matter

e) Attention is invited to Note No.50, The balances due from and due by the company towards debtors and creditors including debit balances in creditor accounts, in respect of which confirmations have not been received. Pending receipt of confirmation of balances and consequent reconciliations if any and the resultant impact on the financial statements including the operating results is not ascertainable. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, , and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the annexure a statement on the matters specified in the paragraphs 4 and 5 of the said Order.

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

a) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books ;

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 read with General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

e) On the basis of written representations received from the directors as on 31st March 2014 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

[Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' in the Independent Auditors'' Report of even date to the members of Easun Reyrolle Limited on the financial statements for the year ended 31st March 2014]

1. (a) The Company has maintained proper records showing full particulars, including quantitative

details and situation of Fixed Assets.

(b) These Fixed Assets have been physically verified by the Management on a regular programme, which however, in our opinion needs to be strengthened further having regard to the size of the Company and nature of Assets. No significant discrepancies were noticed on such verification.

(c) As per information and explanations given to us, Fixed Assets disposed during the year were not substantial.

2. (a) The stock of Finished Goods, stores and spare parts and raw materials except stock lying

with third parties, for which confirmation have been sought for, have been physically verified at year end as per programme of verification drawn up by the Management.

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

(c) On the basis of the records examined by us and relying on the information provided to us, in our opinion, the Company is maintaining proper records of inventories and no material discrepancies were noticed on physical verification as compared to the book record of inventories.

3. (a) During the year the company granted interest free advances to wholly owned overseas

subsidiary outstanding at year end amounting to Rs.1937.57 Lacs other than this the Company has not granted any loans, secured / unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. The terms of advance given are not prima facie prejudicial to the interests of the company. In the absence of any specific terms as regards the term of advance and terms of repayment of the advances given, we are unable to comment on the same.

(b) During the year the company has taken interest free unsecured loan of Rs 3027.08 lacs from companies, firms or other parties listed in the register required to be maintained under section 301 of the Companies Act, 1956. The terms and conditions of the loan borrowed are not, prima facie, prejudicial to the interests of the company. Interest free unsecured loan outstanding at year end is Rs 7156.85 lacs. The loan is repayable after September 2014 or convertible into Equity if any, allotted prior to due date of repayment.

4. In our opinion and according to the information and explanations given to us, the internal control system are commensurate with the size of the Company and the nature of its business for purchase of inventory, fixed assets, sale of goods and services. During the course of audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

5. (a) Based on the audit procedures applied by us, to the best of our knowledge and according to

the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public. We are informed by the Management that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal under Sections 58A and 58AA of the Companies Act, 1956.

7. The Company has an internal audit system commensurate with the size of the Company and the nature of its business.

8. The Central Government has not prescribed maintenance of Cost Records under Section 209(1) (d) of the Companies Act, 1956 for any of the products of the Company.

9. a) According to the information and explanations given to us, the Company is generally regular

in depositing the undisputed statutory dues in respect of Customs Duty, Professional Tax and Investor Education and Protection Fund. However, there have been instances of delay in deposit of the undisputed statutory dues of Provident Fund, Excise Duty, Employee State Insurance, Dividend Distribution Ta x and Income Ta x including Ta x Deducted at Source, Sales Tax (VAT, CST) and Service Tax with appropriate authorities, during the year.

b. According to the information and explanations given to us, except for the undisputed statutory dues representing Fringe Benefit Ta x of Rs.9.21 lacs, Service Ta x of Rs.79.93 lacs, VAT of Rs 1.88 Lacs, Income Tax of Rs 59.15 Lacs (requested the department to adjust with refund of 144.64 Lacs against AY 2013-14), no other Statutory Dues were outstanding at year end for a period of more than six months from the date they became payable.

c. According to the information and explanations given to us and on the basis of examination of records of the Company, the following dues have not been deposited with the appropriate authorities on account of dispute.

Name of the Statute Assessment Year to Forum where the which the matter matter is pending pertains

Income Tax Act 2003-04 Tribunal ( Appeals)

Income Tax Act 2004-05 Tribunal ( Appeals)

Income Tax Act 2006-07 CIT(Appeals)

Income Tax Act 2008-09 CIT(Appeals)

Income Tax Act 2009-10 CIT(Appeals)

Income Tax Act 2010-11 CIT(Appeals)

Sales Tax, Karnataka 2007-08 VAT (Appeals)

Sales Tax, Karnataka 2008-09 VAT (Appeals)

Sales Tax, Karnataka 2009-10

Sales Tax, West Bengal 2009-10 VAT (Appeals)

Sales Tax, Tamil Nadu 2006-07

Sales Tax, Tamil Nadu 2007-08

Sales Tax, Tamil Nadu 2008-09

Customs Duty 2011-12 CESTAT

Name of the Statute Amount in Rs.

Income Tax Act * 47,85,258

Income Tax Act * 26,12,561

Income Tax Act # 55,41,946

Income Tax Act * 3,06,33,157

Income Tax Act @ 5,24,99,080

Income Tax Act @ 1,78,18,290

Sales Tax, Karnataka ** 63,64,825

Sales Tax, Karnataka # 41,78,406

Sales Tax, Karnataka *** 20,61,853

Sales Tax, West Bengal @ 6,18,060

Sales Tax, Tamil Nadu & 37,98,251

Sales Tax, Tamil Nadu @ 8,37,769

Sales Tax, Tamil Nadu @ 29,62,552

Customs Duty # 66,37,675

# paid

* adjusted against refund

** Rs 32 Lacs Paid and Balance covered under Bank Guarantee

*** Rs 3 Lacs Paid and Balance not paid

@ unpaid

& Rs 5 Lacs paid, Rs 14.21 Lacs adjusted against refund and Balance not paid

10. The Company does not have any accumulated losses at the end of the financial year and has incurred cash losses in the current financial year. However the Company has not incurred cash loss in the immediately preceding financial year.

11. Based on our audit procedure and on the basis of information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to banks, financial institutions and debenture holders except

(b) For a delay of upto 75 days in repayment of term loan installment to a bank during the year, and

(c) For a delay of upto 90 days in repayment of term loan installment to a bank during the year.

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

13. The provisions of clause 4 (xiii) of the Order relating to Chit Funds, Nidhi, Mutual Benefit Fund or a Society are not applicable to the Company.

14. In our opinion, according to the information and explanations given by the management, the Company is not dealing or trading in shares, securities, debentures and other

investments. Proper records of the transactions and contracts have been maintained and timely entries have been made. The said investments have been held by the company in its own name.

15. According to the information and explanations given to us, the Company has not given any guarantee for any loan taken by others from any Bank or Financial Institution.

16. According to the information and explanations given to us and the based on the exami- nation of records, the term loan availed during the year has been used for the purpose for which such loan has been availed.

17. In our opinion and according to the information and explanations given to us and on an overall examination of the financial statements of the Company and after placing reliance on the reasonable assumptions made by the company for classification of long term and short term usages of funds, prima facie, we report that no funds raised on short term basis have been used for long term investment.

18. According to information and explanation given to us the Company has not made any pref- erential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

19. According to the information and explanations given to us, the Company has not issued debentures during the year and therefore the question of creating security or charge in respect thereof does not arise.

20. The Company has not made public issue of securities during the year and therefore the question of disclosing the end-use of money raised by way of public issue does not arise.

21. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have not come across any instance of material fraud on or by the company, noticed or reported during the year.

Per our Report of even date annexed For BRAHMAYYA & CO. For R SUBRAMANIAN & CO. Chartered Accountants Chartered Accountants ICAI regd. No. 000511S ICAI regd. No. 004137S

N Sri Krishna R Subramanian Partner Partner Membership No: 26575 Membership No: 8460

Place : Chennai Date : 30th May 2014


Mar 31, 2013

Report on Financial Statements

We have audited the accompanying financial statements of EASUN REYROLLE LIMITED which comprise of the Balance Sheet as at 31st March 2013, Statement of Profit & Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). The responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, , and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the annexure a statement on the matters specified in the paragraphs 4 and 5 of the said Order.

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

(a) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books ;

(c) the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

(e) On the basis of written representations received from the directors as on 31st March 2013 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2013 from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956.

Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements'' in the Independent Auditors'' Report of even date to the members of Easun Reyrolle Limited on the financial statements for the year ended 31st March 2013]

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

(b) These Fixed Assets have been physically verified by the Management on a regular programme, which however, in our opinion needs to be strengthened further having regard to the size of the Company and nature of Assets. No significant discrepancies were noticed on such verification.

(c) As per information and explanations given to us, Fixed Assets disposed during the year were not substantial.

2. (a) The stock of Finished Goods, stores and spare parts and raw materials except stock lying with third parties, for which confirmation have been sought for, have been physically verified at year end as per programme of verification drawn up by the Management.

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

(c) On the basis of the records examined by us and relying on the information provided to us, in our opinion, the Company is maintaining proper records of inventories and no material discrepancies were noticed on physical verification as compared to the book record of inventories.

3. (a) During the year the company granted interest free advances to wholly owned overseas subsidiary outstanding at year end amounting to Rs.776.84 lacs other than this the Company has not granted any loans, secured / unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. The terms of advance given are not prima facie prejudicial to the interests of the company. In the absence of any specific terms as regards the term of advance and terms of repayment of the advances given, we are unable to comment on the same.

(b) During the year the company has taken interest free unsecured loan of Rs.2294.76 lacs from companies, firms or other parties listed in the register required to be maintained under section 301 of the Companies Act, 1956. The terms and conditions of the loan borrowed are not, prima facie, prejudicial to the interests of the company. Interest free unsecured loan outstanding at year end is Rs.4129.76 lacs. The loan is repayable after September 2014 or convertible into Equity if any, allotted prior to due date of repayment.

4. In our opinion and according to the information and explanations given to us, the internal control system are commensurate with the size of the Company and the nature of its business for purchase of inventory, fixed assets, sale of goods and services. During the course of audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

5. (a) Based on the audit procedures applied by us, to the best of our knowledge and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public. We are informed by the Management that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal under Sections 58A and 58AA of the Companies Act, 1956.

7. The Company has an internal audit system commensurate with the size of the Company and the nature of its business.

8. The Central Government has not prescribed maintenance of Cost Records under Section 209(1)(d) of the Companies Act, 1956 for any of the products of the Company.

9. a. According to the information and explanations given to us, the Company is generally regular in depositing the undisputed statutory dues in respect of Customs Duty, Professional Tax and Investor Education and Protection Fund. However, there have been instances of delay in deposit of the undisputed statutory dues of Provident Fund, Excise Duty, Employee State Insurance, Dividend Distribution Tax and Income Tax including Tax Deducted at Source, Sales Tax (VAT, CST) and Service Tax with appropriate authorities, during the year.

b. According to the information and explanations given to us, except for the undisputed statutory dues representing Fringe Benefit Tax of Rs.9.21 lacs, Service Tax of Rs.156.07 lacs, Dividend Distribution Tax of Rs.6.75 lacs, no other Statutory Dues were outstanding at year end for a period of more than six months from the date they became payable.

c. According to the information and explanations given to us and on the basis of examination of records of the Company, the following dues have been disputed with appropriate authorities.

Name of the Statute Assessment Year Forum where the Amount in Rs. to which the matter is pending matter pertains

Income Tax Act 2001-02 CIT( Appeals) # 30,02,382

Income Tax Act 2003-04 CIT( Appeals) * 47,85,258

Income Tax Act 2004-05 CIT( Appeals) * 26,12,561

Income Tax Act 2005-06 CIT(Appeals) # 71,58,509

Income Tax Act 2006-07 CIT(Appeals) # 55,41,946

Income Tax Act 2008-09 CIT(Appeals) * 3,06,33,157

Income Tax Act 2010-11 CIT(Appeals) @ 1,78,18,290

Sales Tax, Karnataka 2007-08 VAT (Appeals) ** 32,00,000

Sales Tax, Karnataka 2008-09 VAT (Appeals) ** 21,00,000

Sales Tax, West Bengal 2009-10 VAT (Appeals) @ 7,98,599

Customs Duty 2011-12 CESTAT # 66,37,675

Provident Fund 2008-12 EPFO, Salem @ 59,37,030

# paid

* adjusted against refund

** covered under Bank Guarantee @ unpaid

10. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

11. Based on our audit procedures and on the basis of information and explanations given by the Management, the Company has not defaulted in repayment of dues to bank, financial institutions and debenture holders except for a delay upto 30 days in repayment of term loan installment to Banks during the year.

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

13. The provisions of clause 4 (xiii) of the Order relating to Chit Funds, Nidhi, Mutual Benefit Fund or a Society are not applicable to the Company.

14. In our opinion, according to the information and explanations given by the management, the Company is not dealing or trading in shares, securities, debentures and other investments. Proper records of the transactions and contracts have been maintained and timely entries have been made. The said investments have been held by the company in its own name.

15. According to the information and explanations given to us, the Company has not given any guarantee for any loan taken by others from any Bank or Financial Institution.

16. According to the information and explanations given to us and the based on the examination of records, the term loan availed during the year has been used for the purpose for which such loan has been availed.

17. In our opinion and according to the information and explanations given to us and on an overall examination of the financial statements of the Company and after placing reliance on the reasonable assumptions made by the company for classification of long term and short term usages of funds, prima facie, we report that funds raised on short term basis have been used for long term investment.

18. According to information and explanation 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 Act.

19. According to the information and explanations given to us, the Company has not issued debentures during the year and therefore the question of creating security or charge in respect thereof does not arise.

20. The Company has not made public issue of securities during the year and therefore the question of disclosing the end-use of money raised by way of public issue does not arise.

21. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have not come across any instance of material fraud on or by the company, noticed or reported during the year.

For R SUBRAMANIAN & CO. For BRAHMAYYA & CO.

Chartered Accountants Chartered Accountants

Firm Regn No : 004137S Firm Regn No : 000511S

R Subramanian N Sri Krishna

Partner Partner

Membership No: 8460 Membership No: 26575

Place : Chennai Date : 27th June 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of Easun Rerolled Limited ("The Company"), as at 31st March 2012, and also the Statement of Profit and Loss and Cash Flow statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 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 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, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of Section (4A) of Section 227 of the Companies Act, 1956 (Act) and on the basis of such checks as we considered appropriate and according to the information and explanations given to us we set out in the annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

4. Further to our comments in the annexure referred to in paragraph 3 above, 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 appears from our examination of those books;

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow statement read together with notes thereon and dealt with by this Report have been prepared in all material respects, in compliance with the Accounting Standards, referred to in Sec. 211(3C) of the Companies Act, 1956 to the extent applicable;

e) On the basis of explanations and information given to us and written representations received from the Directors, as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2012, from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements, read together with the notes thereon 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:

(a) in the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2012;

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

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

i. The Company has maintained proper records showing full particulars, including quantitative details and situation of Fixed Assets. These Fixed Assets have been physically verified by the Management on a regular programmed, which however, in our opinion needs to be strengthened further having regard to the size of the Company and nature of Assets. No significant discrepancies were noticed on such verification. Fixed Assets disposed off during the year were not substantial.

ii. a) The stock of Finished Goods, stores and spare parts and raw materials except stock lying with

third parties, for which confirmation have been sought for, have been physically verified at the year end by the Management.

b) The procedures of physical verification of inventories for the year under review followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company is maintaining proper records of inventory. No material discrepancies have been noticed on physical verification of stock as compared to the book records.

iii. a) During the year the company granted interest free advances to wholly owned overseas

subsidiary outstanding at the year end amounting to Rs 604.31 lacs other than this the Company has not granted any loans, secured / unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. The terms of advance given are not prima facie prejudicial to the interests of the company. In the absence of any specific terms as regards the term of advance and repayment of the advances given, we are unable to comment on the same.

b) As referred to in Note no 30, During the year except for a sum of Rs.1,835 lacs the Company has not taken any unsecured loans, from companies, firms or other parties listed in the register required to be maintained under section 301 of the Companies Act, 1956, the terms and conditions of the loan borrowed are not, primafacie, prejudicial to the interests of the company. In the absence of any specific terms for repayment of loan, we are unable to comment on the same

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of Inventory, Fixed Assets and with regard to the Sale of goods and Services. During the course of audit we have not observed any continuing failure to correct major weaknesses in internal controls.

v. a) Based on audit procedures applied by us and according to the information and

explanations provided by the Management, the transactions that needed to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi. The company has not accepted any deposits from the public and consequently, the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 are not attracted.

vii. The company has an Internal Audit System, which in our opinion is commensurate with the size and nature of its business.

viii. The Central Government has not prescribed maintenance of Cost Records under Section 209(1)(d) of the Companies Act, 1956 for any of the products of the Company.

ix. a) According to the records of the company, the company has been generally regular in

depositing the undisputed statutory dues relating to Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Service Tax, Investor Education and Protection Fund, Customs Duty and Excise duty during the year with the appropriate authorities though there have been instances of delays in depositing Tax deducted at source, VAT, Service Tax and Income Tax.

b) According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Excise Duty, Cess and Customs Duty which are outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable except for the service tax payable amounting to Rs.146.29 lacs which has not been paid till date.

c) According to the records of the company and the information and explanations given to us, the following dues have not been deposited with the appropriate authorities on account of dispute.

Assesment year to which Forum where the matter is Name of the statute Amount (In Rs) the matter pertains pending

Income Tax Act 2001-02 CIT (Appeals) 30,02,382

Income Tax Act 2003-04 CIT (Appeals) * 47,85,258

Income Tax Act 2004-05 CIT (Appeals) * 26,12,561

Income Tax Act 2005-06 CIT (Appeals) 71,58,509

Income Tax Act 2006-07 CIT (Appeals) 55,41,946

Income Tax Act 2008-09 CIT (Appeals) * 3,06,33,157

Sales Tax 2007-08 VAT (Appeals) ** 32,00,000

Sales Tax 2008-09 CIT (Appeals) ** 21,00,000

Customs Duty 2011-12 CESTAT 66,37,675

* adjusted against refund ** covered under Bank Guarantee

x. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

xi. Based on our audit procedures and on the basis of information and explanations given by the Management, the Company has not defaulted in repayment of dues to bank, financial institutions and debenture holders except for a delay in repayment of term loan installment of Rs.46.88 lacs which has since been paid.

xii. Based on our examination of documents and records, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. The Company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly Clause 4(xiii) of the order is not applicable.

xiv. According to the information and explanations given by the management, the Company is not dealing in or trading in shares, securities, debentures and other investments except for investment in Mutual Funds. The Company has maintained proper records and timely entries have been made and the investments are held in the name of the Company.

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

xvi. In our opinion, according to explanations and information given to us on an overall basis, pending utilization certain loan funds were held as bank balances till the stated end use.

xvii. In our opinion and according to the information and explanations given to us and on an overall examination of the financial statements of the Company and after placing reliance on the reasonable assumptions made by the company for classification of long term and short term usages of funds, primafacie, we report that no funds raised on short term basis have been used for long term investment.

xviii. According to information and explanation 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 Act.

xix. According to the information and explanations given to us, the Company has not issued any Secured Debentures during the year.

xx. The company has not raised any money by public issue during the current year.

xxi. During the course of examination of books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have not come across any instance of fraud on or by the Company, noticed or reported during the year, nor have been informed of such cases by the Management, except for an instance of suspected fraud by some of the employees (since relieved from services), amounting to Rs.3.21 lacs against which management has lodged a complaint and the matter is under investigation, pending the same, the amount involved is charged off during the year.

For BRAHMAYYA & CO., For R. SUBRAMANIAN & CO.,

Chartered Accountants Chartered Accountants

Firm Regn No: 000511S Firm Regn No: 004137S

N. SRI KRISHNA R. SUBRAMANIAN

Partner Partner

Membership No.26575 Membership No.8460

Place: Chennai

Date: 14th August 2012


Mar 31, 2011

1. We have audited the attached balance sheet of M/s. Easun Reyrolle Limited, as at 31st March 2011, and also the profit and loss account and Cash Flow statement for the year ended on diat date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with die auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whedier 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 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, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of Section (4A) of Section 227 of the Companies Act, 1956 (Act) and on the basis of such checks as we considered appropriate and according to the information and explanations given to us we set out in die annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

4. Further to our comments in the annexure referred to in paragraph 3 above, 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 appears from our examination of those books.

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

d) In our opinion, the Balance Sheet, Profit and Loss account and Cash Flow statement read together with notes thereon and dealt with by this Report have been prepared in all material respects, in compliance with the Accounting Standards, referred to in Sec. 211(3C) of the Companies Act, 1956 to the extent;

e) On the basis of explanations and information given to us and written representations received from the Directors, as on 31st March 2011 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2011, from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the notes thereon 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:

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

(b) in the case of the Profit and Loss Account, of the PROFIT for the year ended on that date;

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

Annexure to the Auditors' report referred to in paragraph 3 of our report of even date

i. The Company has maintained proper records showing full particulars, including quantitative details and situation of Fixed Assets. These Fixed Assets have been physically verified by the Management on a regular programme, which however, in our opinion needs to be strengthened further having regard to the size of die Company and nature of Assets. No significant discrepancies were noticed on such verification. Fixed Assets disposed off during the year were not substantial.

ii. a) The stock of Finished Goods, stores and spare parts and raw materials except stock lying with third parties, for which confirmation have been sought for, have been physically verified at the year end by the Management.

b) The procedures of physical verification of inventories for the year under review followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company is maintaining proper records of inventory. No material discrepancies have been noticed on physical verification of stock as compared to the book records.

iii. a) During the year except a sum of Rs. 15,21,23,000 granted as loan carrying interest at 10 % p.a., which has been returned with interest subsequent to close of the year, other loans granted to wholly owned subsidiary are interest free. Further the Company has not granted any loans, secured/unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956, the terms of advance given are not prima facie prejudicial to the interests of the company. In the absence of any specific terms as regards the term of advance and repayment of the advances given, we are unable to comment on the same. The details of the same are given in Note no 15 in the notes forming part of accounts.

b) The Company has not taken loans, secured or unsecured, from companies, firms or other parties listed in the register required to be maintained under Section 301 of the Companies Act, 1956.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of Inventory, Fixed Assets and with regard to the Sale of goods and Services. During the course of audit we have not observed any continuing failure to correct major weaknesses in internal controls.

v. a) Based on audit procedures applied by us and according to the information and explanations provided by the Management, the transactions that needed to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in die register maintained under Section 301 of the Companies Act, 1956, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi. The company has not accepted any deposits from the public and consequendy, the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 are not attracted.

vii. The company has an Internal Audit System, which in our opinion is commensurate with the size and nature of its business.

viii. The Central Government has not prescribed maintenance of Cost Records under Section 209(1) (d) of the Companies Act, 1956 for any of the products of the Company.

ix. a) According to the records of the company, the company has been regular in depositing the undisputed statutory dues relating to Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Service Tax, Investor Education and Protection Fund, Customs Duty and Excise duty during the year with the appropriate authorities.

b) According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Excise Duty, Cess and Customs Duty which are outstanding as at 31st March, 2011 for a period of more than six months from the date they became payable.

c) According to the records of the company and the information and explanations given to us, the following dues have been disputed and paid on protest. The Company has preferred appeal with the appropriate authorities for refund.

Assesment year to which Forum where the matter is Name ot the statute Amount In Rs. the matter pertains pending

Income Tax Act, 1961 2001-02 CIT (Appeals) 30,02,382

Income Tax Act, 1961 2003-04 CIT (Appeals) * 47,85,258

Income Tax Act, 1961 2004-05 CIT (Appeals) * 26,12,561

Income Tax Act, 1961 2005-06 CIT (Appeals) 70,28,103

Income Tax Act, 1961 2006-07 CIT (Appeals) 55,41,946

Income Tax Act, 1961 2008-09 CIT (Appeals) * 3,06,33,157

2007 08 Sales Tax Financial Year VAT(Appeals) ** 32,00,000

* adjusted against refund

** covered under Bank Guarantee

x. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

xi. Based on our audit procedures and on the basis of information and explanations given by the Management, the Company has not defaulted in repayment of dues to bank, financial institutions and debenture holders.

xii. Based on our examination of documents and records, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. The Company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly Clause 4(xiii) of the order is not applicable.

xiv. According to the information and explanations given by the management, the Company is not dealing in or trading in shares, securities, debentures and other investments except for investment in Mutual Funds. The Company has maintained proper records and timely entries have been made and the investments are held in the name of die Company subject to endorsement of lien wherever offered as securities for loans.

xv. The Company has not given any guarantee for loans taken by others from banks or financial institutions.

xvi. In our opinion, according to explanations and information given to us and on overall examination the Term Loans and ECB Loans obtained by the company have been applied towards commitments to projects, capital expenses and to wholly owned subsidiary.

xvii. According to the information and explanations given to us and on an overall examination of the financial statements of the Company, we report that funds raised on short term basis have not been used for long term investment.

xviii. According to information and explanation 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 Act. According to information and explanation given to us the Company has not made any preferential allotment of shares (other than 20 lakhs share warrants at Rs. 133.76 per warrant to the promoters) to parties and companies covered in the Register maintained under Section 301 of the Act.

xix. According to the information and explanations given to us, the Company has not issued any Secured Debentures during the year.

xx The company has not raised any money by public issue during the current year.

xxi Based on information and explanations furnished by the management, which have been relied upon by us, there were no frauds on or by the Company noticed or reported during the year.

For R. SUBRAMANIAN & CO., For BRAHMAYYA & CO.,

Chartered Accountants. Chartered Accountants

Firm Regn No: 004137S Firm Regn No: 000511S

R. SUBRAMANIAN N. SRI KRISHNA

Partner Partner

Membership No.8460 Membership No.26575

Place: Chennai

Date: 2nd June 2011

 
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