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Auditor Report of Eicher Motors Ltd.

Mar 31, 2017

REPORT ON THE STANDALONE IND AS FINANCIAL STATEMENTS

We have audited the accompanying standalone Ind AS financial statements of EICHER MOTORS LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2017, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE STANDALONE IND AS 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 Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act.

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 standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR’S RESPONSIBILITY

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.

In conducting 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 of the standalone Ind AS financial statements 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 standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS 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 standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances.

An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2017, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by Section 143(3) of the Act, we report, to the extent applicable 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 including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act.

e) On the basis of the written representations received from the directors as on March 31, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditor’s) Rules, 2014, as amended, 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 standalone Ind AS financial statements-Refer note 39 of the financial statements

ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses - Refer note 53 of the financial statements

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company - Refer note 54 of the financial statements

iv) The Company has provided requisite disclosures in the standalone Ind AS financial statements as regards its holding and dealings in Specified Bank Notes as defined in the Notification S.O. 3407(E) dated the 8th November, 2016 of the Ministry of Finance, during the period from 8th November, 2016 to 30th December, 2016. Based on audit procedures performed and the representations provided to us by the management, we report that the disclosures are in accordance with the books of account maintained by the Company and as produced to us by the Management - Refer note 51 of the financial statements

2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.

ANNEXURE “B” TO THE INDEPENDENT AUDITORS’ REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

i) a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the Property, plant and equipment.

b) The Property, plant and equipment 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 Property, plant and equipment at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed and transfer deed / conveyance deed provided to us, we report that, the title deeds of immovable properties of land and buildings included under the head “Property, plant and equipment”, are held in the name of the Company as at the balance sheet date, except the following:

Particulars of the

Carrying value as

Remarks

land and building

at March 31, 2017

(Rs. in crores)

Freehold land

0.74

Pending

located at Alwar and

registration in

Jhajjar admeasuring

the name of the

1,08,938 square

Company

metres and 558

square metres,

respectively

ii) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals other than for inventories lying with third parties at the end of the year for which confirmations have been obtained in most of the cases and no material discrepancies were noticed on physical verification.

iii) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 186 of the Companies Act, 2013 in respect of making investments during the year. The Company has not granted any loans or provided guarantees and securities during the year.

v) According to the information and explanations given to us, the Company has neither accepted any deposit during the year nor has any unclaimed deposits within the meaning of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013.

vi) The maintenance of cost records has been specified by the Central Government under section 148(1) of the Companies Act, 2013 in respect of certain products manufactured by the Company. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended and prescribed by the Central Government of India under subsection (1) of Section 148 of the Act and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

vii) According to the information and explanations given to us, in respect of statutory dues:

a) The Company has been regular in depositing undisputed statutory dues, including Provident fund, Employees’ State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and other material statutory dues applicable to it with the appropriate authorities. There were no undisputed amounts payable in respect of Provident fund, Employees’ State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and other material statutory dues in arrears as at March 31, 2017 for a period of more than six months from the date they became payable.

b) There are no disputed dues in respect of Customs Duty and Cess as at March 31, 2017 which have not been deposited on account of dispute. Details of disputed dues not deposited/deposited under protest of Income-tax, Sales Tax, Service Tax and Excise Duty as at March 31, 2017 are as follows:

Nature of the Statute

Nature of dues

Forum where pending

Amount* (Rs. in crores)

Amount paid under protest (Rs. in crores)

Period to which amount relate

Central Excise Act

Excise Duty

Appellate Authority up to Commissioner’s level

0.79

-

1995-96 to 1996-97, 2012-13 to 2015-16

CESTAT

0.95

0.12

1983-84 to 2000-01

Sales Tax Act

Sales Tax

Appellate Authority up to Commissioner’s level

3.33

2.01

1986-87, 1987-88, 1991-92, 1993-94 to 1994-95, 1996-97 to 1999-00, 2000-01 to 2005-06, 2008-09 to 2010-11, 2012-13, 2013-14

Appellate Tribunal

1.81

0.39

1988-89, 1991-92 to 1995-96, 1997-98 to 2004-05, 2006-07

High Court

1.75

0.61

1984-85, 1985-86, 1993-94, 2000-01, 2001-02, 2004-05

Supreme Court

1.96

0.55

1986-87, 1990-91, 1991-92, 2001-02 to 2003-04

Finance Act, 1994

Service Tax

Appellate Authority up to Commissioner’s level

0.39

0.03

2006-07 to 2011-12

Income Tax Act

Income Tax

Appellate Authority up to Commissioner’s level

7.85

-

2008-09, 2012-13 and 2013-14

* Amount as per demand orders including interest and penalty wherever indicated in the order.

viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans/borrowing to banks. The Company has not taken any loans or borrowings from financial institutions and government and has not issued any debentures during the year.

ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the Order is not applicable.

x) 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 by its officers or employees have been noticed or reported during the year.

xi) In our opinion and according to the information and explanations given to us, the Company has paid/provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.

xiii) In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements as required by the applicable accounting standards.

xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the Order is not applicable to the Company.

xv) In our opinion and according to the information and explanations given to us, during the year, the Company has not entered into any non-cash transactions with its directors or directors of its subsidiaries or joint venture companies or persons connected with them and hence provisions of section 192 of the Companies Act, 2013 are not applicable.

xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Firm’s Registration No. 015125N)

Jaideep Bhargava

Place: GURUGRAM Partner

Date: May 5, 2017 (Membership No. 090295)


Dec 31, 2014

We have audited the accompanying financial statements of EICHER MOTORS LIMITED ("the Company"), which comprise the Balance Sheet as at December 31, 2014, 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 notified under the Companies Act, 1956 ("the Act") (which are deemed to be applicable as per Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014) and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

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

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 December 31, 2014;

(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 for the year ended December 31, 2014, to the extent the same are applicable to the Company.

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 notified under the Act (which are deemed to be applicable as per Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rule, 2014).

(e) Since the provisions of Section 274(1) (g) of the Act are not in effect from April 1, 2014, the reporting requirement under Section 227(3) (f) of the Act is not applicable as of the balance sheet date.

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)

Having regard to the nature of the Company''s business/activities/result, clauses 4 (xiii) and (xiv) of the Order are not applicable.

(i) In respect of its fixed assets:

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

(b) 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.

(ii) In respect of its inventories:

(a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals except for inventories lying with third parties for which confirmations have been obtained in most of the cases during the year or at the year- end.

(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 were 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.

(iii) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, during the period the said section was applicable.

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

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

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

(b) Where each of such transaction made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956, for the period such section was applicable, is in excess of Rs. 5 lakhs during such period in respect of any party, the transactions have been made at prices which are pr/mafacie reasonable having regard to the prevailing market prices at the relevant time.

(vi) During the period the provisions of sections 58A and 58AA and other relevant provisions of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975 with regard to acceptance of deposits from the public were applicable, in our opinion and according to the information and explanations given to us, the Company has not accepted such deposits.

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

(viii) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 and prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that, pr/ma facie, the prescribed cost records have been made and maintained, for the period the said Section was applicable. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

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

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

(b) There were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues in arrears as at December 31, 2014 for a period of more than six months from the date they became payable.

(c) There are no disputed dues of Customs Duty, Wealth Tax and Cess. Further, the details of disputed dues not deposited/ deposited under protest of Sales Tax, Service Tax, Excise Duty and Income Tax as at December 31, 2014 are as follows:

Nature of the Nature of Forum where Amount* Statute dues pending (Rs. in crores)

Central Excise Act Excise Duty Appellate Authority upto 0.02 Commissioner''s level

CESTAT 54.96

Sales Tax Act Sales Tax Assessing Authority 0.12

Appellate Authority 1.66 upto Commissioner''s level

Appellate Tribunal 2.09

High Court 1.82

Supreme Court 1.72

Finance Act, 1994 Service Tax Appellate Authority upto 0.39 Commissioner''s level

Income tax Act, 1961 Income Tax Appellate Authority upto 4.26 Commissioner''s level

Nature of the Amount paid Period to which Statue under protest amount relate (Rs. in crores)

Central Excise Act 0.01 1995-96 to 1996-97

0.26 1983-84 to 2000-01, 2002-03 to 2004-05

Sales Tax Act 0.12 1994-95 to 1998-99, 2000-01, 2004-05

0.89 1986-87,1989-90 to 1991-92, 1993-94, 1996-97 to 2003-04, 2005-06, 2007-08, 2008-09, 2010-11, 2013-14 0.59 1988-89, 1991-92 to 1995-96, 1997-98 to 2004-05, 2006-07

0.61 1984-85, 1985-86, 1992-93 to 1994-95, 2000-01, 2001-02, 2004-05 0.55 1986-87, 1990-91 to 1992-93

Finance Act, 1994 0.02 2006-07 to 2011-12

Income tax Act, 1961 - 2007-08 to 2013-14

* Amount as per demand orders including interest and penalty wherever indicated in the order.

The details of matters decided in favour of the Company where the department has preferred appeals at higher levels have not been considered in the above table.

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

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks. The Company has not taken any loan from financial institutions and has not issued any debentures.

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

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

(xiv) As the Company has not taken any term loans during the year, paragraph 4(xvi) of the Order is not applicable.

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

(xvi) According to the information and explanations given to us, the Company has not made any preferential allotment of shares to the parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956, during the period the said section was applicable.

(xvii) As the Company has not issued any debentures during the year, paragraph 4(xix) of the Order is not applicable.

(xviii) Since the Company has not raised any money by way of public issue during the year, paragraph 4(xx) of the Order is not applicable.

(xix) 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''s Registration No. 015125N)

Manjula Banerji

Place: Gurgaon (Partner)

Date: February 13, 2015 (Membership No. 086423)


Dec 31, 2013

Report on the financial Statements

We have audited the accompanying financial statements of eicher motors Limited ("the Company"), which comprise the Balance Sheet as at December 31, 2013, the Statement of Proft 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 notified under the Companies Act, 1956 ("the Act") (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the 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 financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

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

opinion

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 December 31, 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 notified under the Act (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs).

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

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date) Having regard to the nature of the Company''s business/activities/result, clauses 4 (xiii) and (xiv) of the Order are not applicable.

(i) In respect of its fixed assets:

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

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

(ii) In respect of its inventories:

(a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals except for inventories lying with third parties for which confirmations have been obtained in most of the cases during the year or at the year-end.

(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 were 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.

(iii) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, forms 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 adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services and during the course of our audit we have not observed any failure to correct major weaknesses in such internal control system.

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

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

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

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

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

(viii) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

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

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

(b) There were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues in arrears as at December 31, 2013 for a period of more than six months from the date they became payable.

(c) There are no disputed dues of Customs Duty, Wealth Tax and Cess. Further, the details of disputed dues not deposited/deposited under protest of Sales Tax, Service Tax, Excise Duty and Income Tax as at December 31, 2013 are as follows:

Nature of the Nature of Forum where amount* Statute dues pending (rs. in crores)

Central Excise Act Excise Duty Commissioner of 0.30 Central Excise

CESTAT 54.68

Sales Tax Act Sales Tax Assessing Authority 0.12

Appellate Authority 1.87 upto Commissioner''s level

Appellate Tribunal 2.52

High Court 3.11

Service Tax Act Service Tax Commissioner of 0.36 Central Excise

CESTAT 0.04

Income Tax Act Income Tax Appellate Authority upto 6.79 Commissioner''s level

Nature of the status amount paid Period to which under protest amount relate (rs. in crores)

Central Excise Act - 1983-84 to 2000-01

0.26 2002-03 to 2004-05

Sales Tax Act 0.12 1987-88, 1994-95 to 1998-99, 2000-01, 2004-05

1.18 1986-87, 1987-88, 1989-90 to 1991-92, 1993-94, 1996-97 to 2003-04, 2005-06, 2007-08, 2008-09, 2010-11, 2013-14

0.63 1988-89, 1991-92 to 1995-96, 1997-98 to 2004-05, 2006-07

1.08 1984-85 to 1986-87, 1990-91 to 1994-95, 2000-01, 2001-02, 2004-05

Service Tax Act 0.02 2006-07 to 2009-10

- 2006-07

Income Tax Act - 2009-10 and 2010-11

* Amount as per deman d orders including interest and penalty wherever indicated in the order.

The details of matters decided in favor of the Company where the department has preferred appeals at higher levels have not been considered in the above table.

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

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks. The Company has not taken any loan from financial institutions and has not issued any debentures.

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

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

(xiv) In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained.

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

(xvi) As the Company has not made any preferential allotment of shares during the year, paragraph 4(xviii) of the Order is not applicable.

(xvii) As the Company has not issued any debentures during the year, paragraph 4(xix) of the Order is not applicable.

(xviii) Since the Company has not raised any money by way of public issue during the year, paragraph 4(xx) of the Order is not applicable.

(xix) 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.

Place: Gurgaon

Date: February 12, 2014

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Firm Registration No. 015125N)

Manjula Banerji

(Partner)

(Membership No. 86423)


Dec 31, 2012

1. We have audited the attached Balance sheet of EICHER MOTORS LIMITED ("the company") as at december 31, 2012, the statement of Profit and Loss and the cash Flow statement of the company for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the company''s Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in india. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and the disclosures in the financial statements. An audit also includes assessing the accounting principles used and the significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the companies (Auditor''s Report) Order, 2003 (cARO) issued by the central Government in terms of section 227(4A) of the companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

(c) the Balance sheet, the statement of Profit and Loss and the cash Flow statement dealt with by this report are in agreement with the books of account;

(d) in our opinion, the Balance sheet, the statement of Profit and Loss and the cash Flow statement dealt with by this report are in compliance with the Accounting standards referred to in section 2II(3c) of the companies Act, 1956;

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, I956 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 december 3I, 20I2;

(ii) in the case of the statement of Profit and Loss, of the profit of the company for the year ended on that date; and

(iii) in the case of the cash Flow statement, of the cash flows of the company for the year ended on that date.

5. On the basis of the written representations received from the directors as on december 3I, 20I2 and taken on record by the Board of directors, none of the directors is disqualified as on december 3I, 20I2 from being appointed as a director in terms of section 274(I)(g) of the companies Act, I956.

ANNEXURE TO THE AUDITORS'' REPORT

(REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE)

Having regard to the nature of the company''s business/activities/result, clauses 4 (xiii) and (xiv) of the cARO are not applicable.

(i) 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) As explained to us, the company has a programme of physically verifying all of its fixed assets over a period of three years and in accordance therewith, physical verification of certain fixed assets of the company was carried out during the year. in our opinion, the frequency of physical verification is reasonable having regard to the size of the company and the nature of its fixed assets. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of account.

(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.

(ii) in respect of its inventory:

(a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals except for inventories lying with third parties at the end of the year for which confirmations have been obtained in most of the cases. in our opinion, the frequency of the verification was reasonable.

(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 were 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 the discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.

(iii) 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 30I of the companies Act, I956.

(iv) in our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventories and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

(v) in respect of contracts or arrangements entered in the Register maintained in pursuance of section 30I of the companies Act, I956, to the best of our knowledge and belief and according to the information and explanations given to us:

(a) The particulars of contracts or arrangements referred to in section 30I that needed to be entered in the Register maintained under the said section have been so entered.

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

(vi) in our opinion and according to the information and explanations given to us, the company has complied with the provisions of sections 58A and 58AA or any other relevant provisions of the companies Act, I956 and the companies (Acceptance of Deposits) Rules, I975 with regard to the deposits accepted from the public. According to the information and explanations given to us, no order has been passed by the company Law Board or the National company Law Tribunal or the Reserve Bank of india or any court or any other Tribunal.

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

(viii) We have broadly reviewed the cost records maintained by the company pursuant to the companies (cost Accounting Records) Rules, 20II prescribed by the central Government under section 209(I)(d) of the companies Act, I956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

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

(a) The company has been regular in depositing undisputed dues, including Provident Fund, investor Education and Protection Fund, Employees'' state insurance, income-tax, sales Tax, Wealth Tax, service Tax, customs Duty, Excise Duty, cess and other material statutory dues applicable to it with the appropriate authorities. We are informed that there are no undisputed statutory dues as at the year end outstanding for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us and the records of the company examined by us, there are no disputed dues of customs Duty, Wealth Tax and cess matters.

According to the information and explanations given to us and the records of the company examined by us, the details of disputed dues of Excise Duty, sales Tax, service Tax and income Tax not deposited/deposited under protest as at December 3I, 20I2 are as follows:

Nature of Nature of Forum where Amount* the Statute dues pending (Rs. in crores)

Central Excise Excise duty - Commissioner 0.30 Act of central Excise

- CESTAT 54.69

Sales Tax Act Sales Tax - Assessing 0.08 Authority

- Appellate 2.22 Authority up to commissioner''s level

- Appellate Tribunal 6.79

- High court 3.16

Service Tax Service Tax - Commissioner 0.72 Act

- CESTAT 0.05

Income Tax Income Tax - Appellate 8.80 Act Authority up to Commissioner''s level

Nature of the Statute Amount paid Period to which under protest amount relate (Rs. in crores)

Central Excise Act - 1995-96 to I996-97, 2003-04 to 2004-05 and 2009-I0

0.26 I99I-92 to I993-94, I995-96 to 2000-0I and 2002-03 to 2004-05

Sales Tax Act 0.08 1994-95 to I998-99,2000-01 and 2004-05

0.89 I987-88, I993-94, I998-99 to 2008-09 and 20II-I2

1.41 I989-90 to 2004-05

1.09 1984-85 to I988-89, I990-9I to I994-95, I999-00 to 2001 -02 and 2004-05

Service Tax Act - 2003-04 to 2004-05 and 2006-07 to 2009-I0

- 2006-07

Income Tax 5.28 2008-09

The details of matters decided in favour of the company where the department has preferred appeals at higher levels have not been considered in the above table.

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

(xi) in our opinion and according to the information and explanations given to us, the company has not defaulted in the repayment of dues to banks. The company has not taken any loan from financial institutions and has not issued debentures during the year.

(xii) According to the information and explanations given to us, the company has not granted any loans and advances during the year on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) According to the information and explanations given to us, the company has not given any guarantee during the year for loans taken by others from banks or financial institutions.

(xiv) in our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

(xv) 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.

(xvi) As the company has not made any preferential allotment of shares during the year, paragraph 4(xviii) of cARO is not applicable.

(xvii) As the company has not issued any debentures during the year, paragraph 4(xix) of cARO is not applicable.

(xviii) since the company has not raised any money by way of public issue during the year, paragraph 4(xx) of cARO is not applicable.

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

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Registration No.0I5I25N)

Manjula Banerji

Place: Gurgaon Partner

date: February 12, 2013 (Membership No. 086423)


Dec 31, 2010

1. We have audited the attached Balance Sheet of EICHER MOTORS LIMITED ("the Company") as at December 31, 2010, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003 (CARO) issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the 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 Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

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

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

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at December 31, 2010;

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

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

5. On the basis of the written representations received from the Directors as on December 31, 2010, taken on record by the Board of Directors, none of the Directors is disqualifi ed as on December 31, 2010 from being appointed as a director in terms of Section 274(1)(g) of the Companies Act, 1956.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF AUDITORS REPORT TO THE MEMBERS OF EICHER MOTORS LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED DECEMBER 31, 2010

Having regard to the nature of the Companys business/activities/result, clauses 4 (x), (xiii) and (xiv) of CARO are not applicable. (i) 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) As explained to us, the Company has a programme of physically verifying all of its fixed assets over a period of three years and in accordance therewith, physical verifi cation of certain fixed assets of the Company was carried out during the year. In our opinion, the frequency of physical verifi cation is reasonable having regard to the size of the Company and the nature of its fixed assets. The discrepancies noticed on such verifi cation were not material and have been properly dealt with in the books of account.

(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.

(ii) In respect of its inventory:

(a) As explained to us, the inventories were physically verifi ed during the year by the Management at reasonable intervals except for inventories lying with third parties at the end of the year for which confirmations have been obtained in most of the cases. In our opinion, the frequency of the verifi cation was reasonable.

(b) In our opinion and according to the information and explanation given to us, the procedures of physical verifi cation of inventories followed by the Management were 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 the discrepancies noticed on physical verifi cation of inventories as compared to book records were not material and have been properly dealt with in the books of account.

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

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventories and fixed assets and the sale of goods. There are no sales of services during the year. During the course of our audit, we have not observed any major weakness in such internal control system.

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

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

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

(vi) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal.

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

(viii) We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government, the maintenance of cost records has been prescribed 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. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete.

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

(a) The Company has been regular in depositing undisputed dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities. We are informed that there are no undisputed statutory dues as at the year end outstanding for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no disputed dues of Customs Duty, Wealth Tax, and Cess matters.

According to the information and explanations given to us and the records of the Company examined by us, the details of disputed dues of Excise Duty, Sales Tax, Service Tax and Income Tax dues as at December 31, 2010 are as follows:

Nature of Nature of dues Forum where pending Amount* the Statute (Rs. in millions)

Central Excise Excise duty -Commissioner of Central 42.5 Act Excise

- CESTAT 543.6 Sales Tax Act Sales Tax - Assessing Authority 10.2

- Appellate Authority upto 21.9 Commissioners level

- Appellate Tribunal 66.0

- High Court 31.4

Service Tax Act Service Tax Commissioner 9.5

Income Tax Act Income Tax - Appellate Authority upto 88.8 Commissioners level



Nature of Amount paid Period to which amount the Statue under protest relate (Rs. in millions)

Central Excise Act 2.3 1991-92 to 1996-97, 1998-99 to 2000-01, 2003-04 to 2004- 05 and 2006-07 to 2007-08

1.6 1995-96 to 2004-05

Sales Tax Act 4.9 1986-87, 1987-88, 1994 -95 to 1998-99, 2000-01, 2004-05

8.9 1987-88, 1993-94, 1998-99 to 2007-08

10.7 1989-90 to 2003-04

10.4 1984-85 to 1988-89, 1990- 91 to 1994-95, 1999-00 to 2001-02

Service Tax Act - 2000-01 to 2004-05 and 2006-07

Income Tax Act 10.5 2004-05 to 2007-08

* Amount as per demand orders including interest and penalty wherever indicated in the order.

The details of matters decided in favour of the Company where the department has preferred appeals at higher levels have not been considered in the above table.

(x) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks. The Company has not taken any loan from financial institutions and has not issued debentures during the year.

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

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

(xiii) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

(xiv) 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.

(xv) As the Company has not made any preferential allotment of shares during the year, paragraph 4(xviii) of CARO is not applicable.

(xvi) As the Company has not issued any debentures during the year, paragraph 4(xix) of CARO is not applicable.

(xvii) Since the Company has not raised any money by way of public issue during the year, paragraph 4(xx) of CARO is not applicable.

(xviii) 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 (Registration No. 015125N)

Jaideep Bhargava

Place : Gurgaon Partner

Date : February 5, 2011 (Membership No. 90295)


Dec 31, 2009

1. We have audited the attached balance sheet of Eicher Motors Limited as at December 31, 2009, the profi t and loss account and also the cash flow statement of the Company for the year ended on that date, annexed thereto. These fi nancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these fi nancial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the fi nancial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the fi nancial statements. An audit also includes assessing the accounting principles used and signifi cant estimates made by management, as well as evaluating the overall fi nancial 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 issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956, we annex hereto a statement on the matters specifi ed in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the annexure referred to in paragraph 3 above :

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 the books;

c) the balance sheet, profi t and loss account and cash fl ow statement dealt with by this report are in agreement with the books of account;

d) in our opinion, the balance sheet, profi t and loss account and cash fl ow 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;

e) on the basis of written representations received from the directors and taken on record by the Board of Directors, we report that none of the directors is disqualifi ed as on December 31, 2009 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956; and

f) in our opinion and to the best of our information and according to the explanations given to us, the 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;

- in the case of the balance sheet, of the state of affairs of the Company as at December 31, 2009;

- in the case of the profi t and loss account, of the profi t of the Company for the year ended on that date; and

- in the case of the cash fl ow statement, of the cash fl ows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF AUDITORS’ REPORT TO THE MEMBERS OF EICHER MOTORS LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED DECEMBER 31, 2009

(i) (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fi xed assets.

(b) As explained to us, the Company has a programme of physically verifying all of its fi xed assets over a period of three years and in accordance therewith, physical verifi cation of certain fi xed assets of the Company was carried out during the year. In our opinion, the frequency of physical verifi cation is reasonable having regard to the size of the Company and the nature of its fi xed assets. The discrepancies noticed on such verifi cation were not material and have been properly dealt with in the books of account.

(c) In our opinion and according to the information and explanations given to us, a substantial part of the fi xed assets has not been disposed off by the Company during the year.

(ii) (a) During the year, the inventories have been physically verifi ed by the management except for inventory lying with third parties at the end of the year for which confi rmations have been obtained in most of the cases. In our opinion, the frequency of the verifi cation is reasonable.

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

(c) On the basis of our examination of the records of inventories, we are of the opinion that, the Company is maintaining proper records of inventories. The discrepancies noticed on physical verifi cation of inventories as compared to book records were not material and have been properly dealt with in the books of account.

(iii) (a) According to the information and explanations given to us, the Company has, during the year, not granted any loan, secured or unsecured to companies, fi rms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraphs 4(iii) (b) (c) and (d) of the Companies (Auditor’s Report) Order, 2003 (hereinafter referred to as the Order) are not applicable.

(b) According to the information and explanations given to us, the Company has, during the year, not taken any loans, secured or unsecured, from companies, fi rms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraphs 4(iii) (f) and (g) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fi xed assets and with regard to the sale of goods. There are no sale of services during the year. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weaknesses in the aforesaid internal control system.

(v) (a) 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 required to be 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 and exceeding the value of Rs. 5 lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant times.

(vi) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975, with regard to deposits accepted from the public. As per information and explanations given to us, no order under aforesaid sections 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 on the Company.

(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 account maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government, the maintenance of cost records has been prescribed 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. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete.

(ix) (a) According to the information and explanations given to us and the records of the Company examined by us, the Company has been regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees’ state insurance, income-tax, sales tax, wealth tax, customs duty, service tax, excise duty, cess and other material statutory dues applicable to it. We are informed that there are no undisputed statutory dues as at the year end outstanding for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no disputed dues of customs duty, wealth tax, and cess matters.

According to the information and explanations given to us and the records of the Company examined by us, the details of disputed dues of sales tax, income tax, service tax and excise duty dues as at December 31, 2009 are as follows:

Nature of the Nature of dues Forum where Amount* (Rs. Statute pending in millions)

Central Excise Act Excise duty -Commissioner of 36.5 Central Excise

-CESTAT 543.6

Sales Tax Act Sales Tax - Assessing Authority 16.2

-Appellate Authority 23.1 upto Commissioner’s level

- Appellate Tribunal 77.7

- High Court 16.8

Service Tax Act Service Tax Commissioner 9.5

Income Tax Act Income Tax -Appellate Authority 56.7 upto Commissioner’s level





Nature of the Amount paid Period to which amount Statue under protest (Rs. relate in millions)

Central Excise Act 2.3 1991-92 to 1993-94, 1998-99 to

2000-01, 2003-04 to 2004-2005

1.8 1995-96 to 2004-05

Sales Tax Act 2.8 1986-87, 1987-88, 1991-92, 1994 -95 to 1998-99, 2000-01,

7.9 1987-88, 1993-94, 1998-99 to 2007-08,

12.4 1986-87 to 2003-04

4.1 1984-85 to 1986-87, 1988-89, 1992-93, 1994-95, 1999-00 to 2001-02

Service Tax Act - 2000-01 to 2004-05 and 2006- 07

Income Tax Act 10.5 1996-97, 2002-03, 2004-05 to 2006-07

* Amount as per demand orders including interest and penalty wherever indicated in the order.

The details of matters decided in favour of the Company where the department has preferred appeals at higher levels have not been considered in the above table.

(x) The Company does not have accumulated losses at the end of the year ended December 31, 2009. Further, the Company has not incurred any cash losses during the year ended December 31, 2009 and in the immediately preceding nine months period ended December 31, 2008.

(xi) According to the records of the Company examined by us and the information and explanations given to us, the Company, during the year, has not defaulted in repayment of dues to fi nancial institutions and banks. The Company has not issued debentures during the year.

(xii) As the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, paragraph 4(xii) of the Order is not applicable.

(xiii) According to information and explanations given to us, the provision of any special statute applicable to chit fund/ nidhi/ mutual benefi t funds/society, as specifi ed under paragraph 4 (xiii) of the Order are not applicable to the Company.

(xiv) As the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4(xiv) of the Order is not applicable.

(xv) In our opinion and according to the information and explanations given to us, the terms and conditions on which the Company has given guarantees for loans taken by others from banks are prima-facie not prejudicial to the interest of the Company.

(xvi) In our opinion and according to the information and explanations given to us, the terms loans taken by the Company have been applied for the purpose for which they were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that short term funds have not been used to fi nance long term investments.

(xviii) As the Company has not made any preferential allotment of shares during the year, paragraph 4(xviii) of the Order is not applicable.

(xix) As the Company has not issued any debentures during the year, paragraph 4(xix) of the Order is not applicable.

(xx) Since the Company has not raised any money by way of public issue during the year, paragraph 4(xx) of the Order is not applicable.

(xxi) During the course of our examination of the books of account 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 neither come across any instance of fraud on or by the Company, noticed or reported during the year nor have we been informed of such case by the management.

For Deloitte Haskins & Sells Chartered Accountants Jaideep Bhargava Place : Gurgaon Partner

Date : February 13, 2010 Membership No. 90295

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