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Auditor Report of Elpro International Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Elpro International Limited ("the Company"), which comprise the Balance Sheet as at March 31,2015, and the Statement of Profit and Loss and Cash Flow Statement for the year 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 us 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") 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. 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.

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 from material misstatement.

An audit involves performing procedures to obtain audit evidence, on a test basis, 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 entity'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.

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 March 31, 2015;

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

(c) in the case of the 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, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. We have inquired into the matters specified under section 143(1) and based on the information and explanations given to us, there is no matter to be reported under this section.

3. As required by section 143(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 notified under the Companies Act, 1956 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;

e) In our opinion and based on the information and explanations given to us, there are no financial transactions or matters which have any adverse effect on the functioning of the company.

f) On the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of subsection (2) of Section 164 of the Companies Act, 2013.

g) There is no qualification, reservation or adverse remark relating to the maintenance of accounts and other matters connected therewith.

h) The company has adequate internal financial controls system in place and the operating effectiveness of such controls.

i) Such other matters as are prescribed by the Companies (Audit and Auditors) Rules, 2014 namely:- i. The company has disclosed the impact, if any, of pending litigations on its financial position in its financial statements.

ii. The company has made provision, as required under any law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts.

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

ANNEXURE TO AUDITORS' REPORT

[Referred to in above the Auditor's Report of even date to the Members of Elpro International Limited on the Financial Statements for the year ended 31st March, 2015]

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

(b) As per the information and explanation given to us, fixed assets are physically verified by the management according to a phased programme designed to cover all the locations which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. Pursuant to the programme, the management during the year physically verified the fixed assets at certain locations and no material discrepancies were noticed on such verification.

2. (a) Inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

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

(c) In our opinion and according to the information & explanations given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. According to information and explanation given to us, the Company has not granted any secured or unsecured loans to companies, firms, parties covered in the register maintained under Section 189 of the Act.

4. In our opinion and according to information and explanation given to us, there are adequate internal control procedures 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.

5. According to the information and explanation given to us, the company has not accepted any deposits from the public within the meaning of Section 73 of the Act and the rules framed there under.

6. Pursuant to the rules made by the Central Government, the maintenance of Cost Records have been prescribed u/s. 148(1) of the Companies Act, 2013. We are of the view 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 determine whether they are accurate or complete.

7. (a) According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India and also Management representations, undisputed statutory dues in respect of Provident fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth tax, Service tax, Custom duty, Excise duty, Value Added Tax, Cess and other statutory dues, if any, applicable to it, has been regularly deposited with the appropriate authorities.

(b) As per the information and explanation given to us and the record produced before us, the disputed amounts payable in case of Income Tax, Wealth Tax, Service Tax, Sales tax, Custom Duty, Excise Duty, Value Added Tax or cess as at 31st March, 2015 aggregating to Rs. 27.67 Lacs (previous year Rs. 27.67 Lacs) have not been deposited with appropriate authorities and no provision has been made for the same in the books of accounts.

Sr Name of Statute Nature of Amount

No. Dues (In Lacs)

1. The Central Excise Act 1944 Excise Duty 2.23

8.97

2. Bombay Sales Tax Act, 1959 Sales Tax 4.20

6.90

3. Central Sales Tax Act, 1956 Sales Tax 5.37

TOTAL 27.67

Sr Name of Statute Period to No. which Forum where the dispute amount relates is pending

1. The Central Excise Act 1944 2003-04 The Supreme Court of India

2. Bombay Sales Act 1959 1999-00 to 2003-04 Deputy Commissioner

2004 - 05 Sales tax

3. Central Sales Act 1956 1995-96 to 2001-02 Deputy Commissioner of Tax

2004 - 05 Appellate Tribunal, Hyderabad

(c) There was no 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.

8 The Company has no accumulated losses at the end of the current year. The Company however has incurred cash losses during the year and also in the immediately preceding financial year.

9 In our opinion and according to the information and explanation given to us and the books of accounts verified by us, the company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

10 According to information and explanation given to us, the Company has given guarantee for loans taken by others from banks or financial institutions, however the terms and conditions whereof are not prejudicial to the interest of the company.

11 As per information given to us, the term loans were applied for the purpose for which the loans were taken.

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

For and on behalf of

TODARWAL & TODARWAL

Chartered Accountants

ICAI Reg No : 111009W

Arun Todarwal Date : May 28, 2015 Partner

Place : Mumbai Mem No:032822


Mar 31, 2014

We have audited the accompanying financial statements of Elpro International Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and 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 notified under 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. 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.

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 from material misstatement.

An audit involves performing procedures to obtain audit evidence, on a test basis, 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 entity''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. 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 March 31, 2014;

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

(c) in the case of the 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, 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 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 notified under the Companies Act, 1956 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;

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

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO AUDITORS'' REPORT

[Referred to in above the Auditor''s Report of even date to the Members of Elpro International Limited on the Financial Statements for the year ended 31st March 2014]

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

(b) As per the information and explanation given to us, fixed assets are physically verified by the management according to a phased programme designed to cover all the locations which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. Pursuant to the programme, the management during the year physically verified the fixed assets at certain locations and no material discrepancies were noticed on such verification. however we have not been provided with the PV report in order for us to comment on the same.

(c) In our opinion and according to the information and explanation given to us, the company has disposed off an insignificant part of the fixed assets during the year. Thus, paragraph 4(i) (c) of the Companies (Auditor''s Report) Order, 2003 is not applicable.

2. (a) Inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

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

(c) In our opinion and according to the information & explanations given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. (a) According to information and explanation given to us, the Company has not granted any secured or unsecured loans to companies, firms, parties covered in the register maintained under Section 301 of the Act.

In view of the above, provisions of clause 4(iii) (b), (c), (d) are not applicable to the company.

(b) As per the information and documents produced before us, the company has taken unsecured loans from 6 parties covered in the register maintained u/s 301 of the act. In respect of the said loans, the aggregate maximum amount outstanding is Rs. 76.67 crores and the aggregate amount outstanding at the year end is Rs. 62.29 crores.

(c) In our opinion, the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the company.

(d) In respect of the aforesaid loans, the company is regular in repaying the principal amounts as stipulated and is also regular in payment of interest, where applicable.

4. In our opinion and according to information and explanation given to us, there are adequate internal control procedures 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.

5. (a) On the basis of our examination of the books of account, we are of the opinion that the transactions that need to be entered in the register in pursuance of Section 301 of the Act have been entered in the said register.

(b) In our opinion, and according to the information & explanation given to us, the transactions made during the year with parties covered under Sec.301 of the Act have been at prices which are reasonable, having regard to the prevailing market price for such goods and materials or prices at which transaction for similar goods or material have been made with other parties.

6. According to the information and explanation given to us, the company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Act and the rules framed there under. Hence the provisions of clause 4(vi) are not applicable to the company.

7. In our opinion and according to information and explanation given to us, the Company''s present internal audit system is commensurate with its size and the nature of its business.

8. Pursuant to the rules made by the Central Government, the maintenance of Cost Records have been prescribed u/s. 209(1) (d) of the Companies Act, 1956. We are of the view that prima facie the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. (a) According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India and also Management representations, undisputed statutory dues in respect of

Provident fund, Profession tax, Income Tax, Sales Tax, Value added tax, Wealth tax, Service tax, Custom duty, Excise duty, Cess and other material statutory dues, if any, applicable to it, has been regularly deposited with the appropriate authorities.

(b) As per the information and explanation given to us and the record produced before us, the disputed dues in respect of Excise duty, Service Tax, Sales Tax and Income Tax as at 31st March 2014 aggregates to Rs. 27.67 Lacs (previous year Rs. 41.84 lacs) have not been deposited with appropriate authorities and no provision has been made for the same in the books of accounts.

Sr Name of Statute Nature of Amount No. Dues (Rs. in Lacs)

1. The Central Excise Act 1944 Sales Tax 2.23

2. Bombay Sales Tax Act, 1959 Sales Tax 8.97 3. 4.20

4. Central Sales Tax Act, 1956 Sales Tax 6.9

5. 5.37

TOTAL 27.67



Sr Name of Statute Period to which Forum where the No. amount relates dispute is pending

1. The Central Excise 2003-04 The Supreme Court of India Act 1944 2. Bombay Sales Tax 1999-00 to Deputy Commissioner - Act, 1959 2003-04 Sales tax

3. 2004-05

4. Central Sales Tax 1995-96 to Deputy Commissioner of Tax Act, 1956 2001-02 Appellate Tribunal,Hyderabad

5. 004-05

10. The Company has no accumulated losses at the end of the current year. The Company has incurred cash losses during the year but not in the immediately preceding financial year.

11. In our opinion and according to the information and explanation given to us and the books of accounts verified by us, the company has not defaulted in repayment of dues to a financial institution or bank.

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

13. In our opinion, considering the nature of activities carried on by the Company during the year, the provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to it. Hence the provisions of clause 4(xiii) are not applicable to the company.

14. According to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures and other investments. Hence clause 4(xiv) is not applicable to the company.

15. According to the information and explanations given to us, the Company has given guarantee for loans taken by others from a bank, the terms and conditions whereof in our opinion are not prejudicial to the interest of the company.

16. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purpose for which they were obtained.

17. On the basis of overall examination of the balance sheet of the Company and according to information and explanations given to us, there are no funds raised on short-term basis, which have been used for long-term investments.

18. According to information and explanation given to us, the Company has not made any preferential allotment of shares during the year to the party covered in the register maintained under section 301. Hence the provisions of clause 4(xviii) are not applicable to the company.

19. According to information and explanation given to us, the company has not issued any fresh debenture during the year. Hence the provisions of clause 4(xix) are not applicable to the company.

20. According to information and explanation given to us, the Company has not raised any money by public issue during the year. Hence the provisions of clause 4(xx) are not applicable to the company.

21. During the course of our examination of the books of account carried in accordance with the generally accepted auditing standards in India, we have neither come across any instance of fraud on or by the Company, either noticed or reported during the year, nor have we been informed of such case by the Management.

For and on behalf of

TODARWAL & TODARWAL Chartered Accountants ICAI Reg No : 111009W

Arun Todarwal Partner M. No.: 032822

Dated : 28th May, 2014 Place : Mumbai


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Elpro International Limited, which comprise the Balance Sheet as at March 31,2013, and the Statement of Profit and 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").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.

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 from material misstatement.

An audit involves performing procedures to obtain audit evidence, on a test basis, 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 March 31,2013;

(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 the 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, 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 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 subsection (3C) of section 211 of the Companies Act, 1956;

e) - On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the

Board of Directors, none of the directors is disqualified as on March 31,2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1856.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

[Referred to in Paragraph 3 of the Auditors'' Report of even date to the Members of Elpf-o International *J"- k :'' Limited on the Financial Statements for the year ended 31st March 2013]

1 (a) The Company is maintaining proper records showing full particulars Including quantitative details and situation of fixed assets.

(b) As per the information and explanation given to us, fixed assets are physically verified by the management according to a phased programme designed to cover all the locations which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. Pursuant to the programme, the management during the year physically verified the fixed assets at certain locations and no material discrepancies were noticed on such verification.

(c). In our opinion and according to the information and explanation given to us, a substantial part of fixed assets has not been disposed off by the company during the year. Thus, paragraph 4(i) (c) of the Companies (Auditor''s Report) Order, 2003 is not applicable.

2. (a) Inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

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

(c) In our opinion and according to the information & explanations given to us, the Company is maintaining proper records of Inventory. The discrepancies noticed on verification between Ih''e physical stocks and the book records were not material.

3.,:.r" (a) As per the Information.and documents produced before us, the company has not.any given secured or unsecured loans to the company covered in the register maintained u/s 301 of the act. Hence the provisions of clause 4(iii) (b), (c) and (d) are not applicable.

(b) As per the information and documents produced before us, the company has taken unsecured loans from 5 parties - covered in the register maintained u/s 301 of the act. In respect of the said loans, the aggregate maximum amount outstanding is Rs. 70.73 crores and the aggregate amount outstanding at the year end is Rs. 59.04 crores.

(c) In our opinion, the rate of Interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the company.

(d) In respect of the aforesaid loans, the company is regular in repaying the principal amounts as stipulated and Is also regular In payment of interest, where applicable.

4. In our opinion and according to information.and explanation given to us, there are adequate Internal control procedures 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.

5. (a) On the basis of our examination of the books of account, we are of the opinion that the transactions that need to be entered in the register in pursuance of Section 301 of the Act have been entered in the said register.

(b) I n our opinion and according to the Information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding the value of Rs. Five lakhs, In respect of any party were made at prices which are reasonable having regard to the prevailing market prices.

6. According to the information and explanation given to us, the company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Act and the rules framed there under. Hence the provisions of clause 4(vi) are not applicable to the company,

7. In our opinion and according to Information and explanation given to us, the Company has an internal audit system which is commensurate with its size and nature of its business.

- 8. The central government has prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act 1956 in respect of certain manufacturing activities of the Company. We have broadly reviewed the accounts and records of the company in this connection and are of the opinion, that prima facie, the prescribed accounts and records have been made and maintained. We have however not, carried out a detailed examination of the same.

9. (a) According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India and also Management representations, undisputed statutory dues in respect of Provident fund, Profession tax, Income Tax, Sales Tax, Value added tax, Wealth tax, Service tax, Custom duty, Excise duty, Cess and other material statutory dues, if any, applicable to it, has been regularly deposited with the appropriate authorities.

(b) '' According to the records of the Company, the disputed dues in respect of Excise Duty, Service Tax, sates tax and income tax as at March 31,2013 aggregating to Rs.''41.84 Lacs (Previous Year $46.59 Lacs) have not been deposited with appropriate authorities and no provision has been made for the same in the books of accounts,

Sr. Name of Statute Nature of Amo''unt No. Dues (Rs. In Lacs)

1. The Centra! Excise Act 1944 Excise Duty 1.00

2. 0.10

3. 6.42

2.23

5. Bombay Sales Tax Act, 1959 Sales Tax 8.97

6. Centra] Sales Tax Act, 1956 Sales Tax 6.9

7. 2.31

8. Sales Tax-EOU Sales Tax 1.78

9. Income Tax Act 1961 Income Tax 3.53

10. 8.60

TOTAL 41.84

Name of Statute Period to which Forum/where the dispute amount relates pending

The Central Excise Act 1944 1990-91 to 93-94 High Court- Mumbal

2001-02 Commissioner Central Excise(Appeals),Hyderabad

2001 -02 to2002-03 Joint Commissioner - Central Excise

2003-04 The Supreme Court of India

Bombay Sales Tax Act,1959 1999-00 to 2003-04 Deputy Commissioner - Sales tax

Central Sales Tax Act,1956 1995-96 to 2001 -02 Deputy Commissioner of Tax Appellate Tribunal Hyderabad

1998-99 to 1999 -00 Deputy Commissioner of Appellate Tribunal, Hyderabad

Sales Tax-EOU 2002-2003 Deputy Commissioner of Appellate Tribunal, Pune

Income Tax ACT 1961 1991- 92 Hon''ble Mumbai High Court

2003-04 Corrimissbner of Income Tax - Appeals



10 Trie company has no accumulated losses at the end of the financial year and has not incurred any cash losses during the financial year. However, the company had incurred cash losses in the immediately preceding financial year. :

11 In our opinion and according to the information and explanation given to us and the books of accounts verified by us, the company has not defaulted in repayment of dues to any financial institution or bank.

12 According to information and explanation given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities during the year. Hence the provision of clause 4(xiii) is not applicable to the company.

13 In our opinion, considering the nature of activities carried on by the Company during the year, the provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to it. Hence the provisions of clause 4(xlli) are not applicable to the company.

14 According to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures and other investments. Hence clause 4(xiv) is not applicable to the company.

15 In our opinion and according to the information and given to us, the terms and conditions of the guarantees given by the company, for loans taken by others, from banks or financial institutions during the year are not prejudicial to the interest of the company.

16 In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purpose for which they were obtained.

17 On the basis of overall examination of the Balance Sheet of the Company and according to information and explanations given to us, there are no funds raised on short-term basis, which have been used for long-term investments.

18 According to the information and explanation given to us, the Company has made preferential of preference shares to the parties covered in the register maintained under section 301 of the act. The price at which the shares has been Issued Is not prima facie prejudicial to the interest of the company.

19 According to information and explanation given to us, the company has not Issued any fresh debenture during the year. Hence - the provisions of clause 4(xix) are not applicable to the company.

20 According to Information and explanation given to us, the Company has not raised any money by public issue during the year. Hence the provisions of clause 4(xx) are not applicable to the company.

21 During the course of our examination of the books of account carried In accordance with the generally accepted auditing standards in India, we have neither come across any instance of fraud on or by the Company, either noticed or reported during the year, nor have we been informed of such case by the Management



For and on behalf of

TODARWAL & TODARWAL

Chartered Accountants

ICAI Registration No. 111009W

Surtil LTodarwal

Place : Mumbal Partner

Date 30th May 2013 Membership No: 32512


Mar 31, 2012

1. We have audited the attached Balance Sheet of Elpro International Limited as at March 31, 2012 and the related Profit and Loss Account and Cash Flow for the year ended on that date, annexed thereto, both of which we have signed under reference to this report. These financial statements are the responsibility of the Management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit. ; .

2. We have 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 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, as amended by Companies (Auditors' Report) (Amendment) 2004 (together 'the order') issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, of India (the Act) and on the basis of such checks 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 paragraphs 4 and 5 of the said Order to the extent applicable to the Company.

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 Account dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit and Loss and Cash Flow Statement dealt with by this report have been prepared in compliance with the applicable accounting standards referred to in Section 211 (3C) of the Act;

e) In view of the foregoing paragraphs, in our opinion and to the best of our information and according to the explanations given to us, the said accounts together with the other Notes thereon and attached thereto, give in the prescribed manner, the information required by the Act and also 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 March 31, 2012; and

ii) In the case of the Profit and Loss Account, of the Loss forthe year ended on that date.

iii) In the case of the Cash Flow Statement of the Cash Flow of the Company for the year ended on that date;

f) On the basis of the written representations received from the Directors and taken on records by the Board of Directors of the Company, none of the Directors is disqualified as on March 31,2012 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

[Referred to in Paragraph 3 of the Auditors' Report of even date to the Members of Elpro International Limited on the Financial Statements for the year ended 31st March 2012]

1. (a) The company has maintained proper records to show full particulars, including quantitative details and situation of its fixed assets.

(b) As per the information and explanation given to us, fixed assets are physically verified by the management according to a phased programme. The frequency of verification in our opinion is reasonable having regard to the size of the company and the nature of the assets. Pursuant to the programme, the management has during the year physically verified the fixed assets and no material discrepancies were noticed on such verification. .

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

2. (a) Inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable


(c) In our opinion and according to information and explanation given to us, the company is maintaining proper ; records of inventory and no material discrepancies were noticed on verification between the physical stocks and book records

3. (a) As per the information and documents produced before us, the company has not given any secured or, unsecured loans to the company covered in the register maintained u/s 301 of the act. Hence the provisions of clause 4(iii) (b), (c) and
(b) As per the information and documents produced before us, the company has taken unsecured loans from one company covered in the register maintained u/s 301 of the act, In respect of the said loan, the aggregate maximum amount outstanding is Rs. 1,328.45 lacs and the aggregate amount outstanding at the year end is Rs. 981.16 lacs.

(c) In our opinion, the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the company.

(d) In respect of the aforesaid loans, the company is regular in repaying the principal amounts as stipulated and is also regular in payment of interest, where applicable. ;

4. In our opinion and according to information and explanation given to us, there are adequate internal control i systems 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.

5. (a) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements that need 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 such contracts or arrangements exceeding the value of Rupees Five lacs, in respect of any party were made at price which are reasonable having regard to the prevailing market prices in cases where similar, transaction have not been entered with other parties. We are unable to comment upon the reasonableness of the price.

6. According to the information and explanation given to us, the company has not accepted any deposits from j the public within the meaning of section 58A, 58AA and other relevant provisions of the act and the rules j framed there under. Hence the provisions of clause 4(vi) is not applicable to the company.

7. In our opinion, the Company's internal audit system is commensurate with its size and the nature of the business.

8. The central government has prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act 1956 in respect of certain manufacturing activities of the Company. We have broadly reviewed the accounts and records of the companyin this connection and are of the opinion, that prima facie, the prescribed accounts and records have been made and maintained. We have however not, carried out a detailed examination of the same.

9. (a) According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India and also Management representations, undisputed statutory dues in respect of provident fund, profession tax, income tax, VAT, custom duty, excise duty and service tax and cess have been regularly deposited by the Company during the year with the appropriate authorities in India except for service tax amounting to f 90.02 lacs, which is outstanding as on the reporting date for more than six months.

(b) According to the records of the Company, the disputed dues in respect of Excise Duty, Service Tax, sales tax and income tax as at March 31,2012 aggregating to Rs. 46.59 Lacs (Previous Year Rs.72.78 Lacs) have not been deposited with appropriate authorities and no provision has been made for the same in the books of accounts.

Name of Statute Nature of Amount Period to which Forum where the dispute Dues (Rs.In Lacs) amount relates is pending

1.00 1990-91 to 93-94 High Court-Mumbai

0.10 2001-02 Commissioner Central Excise The Central Excise (Appeals), Hyderabad Act 1944 Excise Duty 6.42 2001-02 to 2002-03 Joint Commiss ioner-Central Excise

2.23 2003-04 The Supreme Court of India

The Central Excise Service Tax 4.75 2002-03 to 2004-05 Deputy Commiss ioner Act 1944 Central Excise

Bombay Sales Sales Tax 8.97 1999-00 to 2003-04 Deputy Commiss ioner- Tax Act, 1959 Sales tax

6.9 1995-96 to 2001-02 Deputy Commiss ioner of Tax

Central Sales Appellate Tribunal, Hyderabad Tax Act, 1956 Sales Tax 2.31 1998-99 to 1999-00 Deputy Commiss ioner of Appellate Tribunal, Hyderabad

Sales Tax- EOU Sales Tax 1.78 2002-2003 Deputy Commiss ioner of Appellate Tribunal, Pune

3.53 1991-92 Hon'ble Mumbai High Court

Income Tax Act 1961 Income Tax 8.60 2003-04 Commissioner of Income Tax-Appeals

TOTAL 46.59

10. The company has no accumulated losses at the end of the financial year and has incurred cash losses during the financial year. The company had not incurred any cash losses in the immediately preceding financial year.

11. According 1o the records of the company examined by us and information and explanation given to us, as on the balance sheet date there has been delays in respect of principal and interest payments due to banks, however the said defaults have been made good by the company during the year. The company has not obtained any borrowing by way of debenture. Following are the details of the delays.

Sr No. Type of Payment Amount (In lacs.) Delay (In no. of days)

1. Principal payment 350 67

2. Principal payment 350 6

3. Principal payment 525 92

4. Principal payment 525 92

Principal payment 200 6 to 30

Principal payment 625 56 to 91

Principal payment 793.76 76 to 91

5. Interest payment 181.10 4 to 58

Interest payment 274.84 7 to 102

12. According to the information and explanations; given to us the company has not granted any loans or advances ; on the basis of security by way of pledge of shares, debentures and other securities during the financial year. I Hence the provisions of clause 4(xii) are not applicable to the company. !

13. Considering the nature of activities carried oh by the company during the year, the provision of any special I statute applicable to chit fund / nidhi/ mutual benefit fund/ societies are not applicable to it. Hence the provision of I clause.4(xiii) is not applicable to the company.: .

14. According to the information and explanations given to us the Company is not dealing or trading shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) are not applicable to the company. i

15. In our opinion and according to the information and given to us, the terms and conditions of the guarantees given j by the company, for loans taken by others, from banks or financial institutions during the year are not prejudicial to the interest of the company.

16. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purpose for which they were obtained.

17. According to the information and explanation given to us and on an overall examination of the Balance Sheet of the Company, we are of the. opinion that there are no funds raised on short term basis that have been used for ; long term investments.

18. According to the information and explanation given to us, the Company has not made any preferential allotment of shares during the year to the parties covered in the register maintained under section 301 of the act.

19. According to the information and explanation given to us, the Company has not issued any fresh debentures during the year. Hence the provisions of clause 4{xix) are not applicable to the company. i

20. According to information and explanation given to us, the Company has not raised any money by public issue j during the year. Hence the provisions of clause 4{xx) are not applicable to the company. I

21. During the course of our examination of the books of accounts and records of the Company, carried in accordance I with the generally accepted auditing practices in India, and according to 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.

TODARWAL & TODARWAL

Chartered Accountants

ICAI Firm registration no. 111009W

Sunil L.Todarwal

Place : Kolkata Partner

Date : 30th May, 2012 Membership No: 32512


Mar 31, 2011

1. We have audited the attached Balance Sheet of Elpro International Limited as at March 31, 2011 and the related Profit and Loss Account and Cash Flow for the year ended on that date, annexed thereto, both of which we have signed under reference to this report. These financial statements are the responsibility of the Management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have 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 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, as amended by Companies (Auditors Report) (Amendment) 2004 (together the order) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, of India (the Act) and on the basis of such checks 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 paragraphs 4 and 5 of the said Order to the extent applicable to the Company.

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 Account dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit and Loss and Cash Flow Statement dealt with by this report have been prepared in compliance with the applicable accounting standards referred to in Section 211 (3C) of the Act;

e) In view of the foregoing paragraphs, in our opinion and to the best of our information and according to the explanations given to us, the said accounts together with the other Notes thereon and attached thereto, give in the prescribed manner, the information required by the Act and also 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 March 31,2011; and

ii) In the case of the Profit and Loss Account, of the Profit for the year ended on that date.

iii) In the case of the Cash Flow Statement of the Cash Flow of the Company for the year ended on that date.

f) On the basis of the written representations received from the Directors and taken on records by the Board of Directors of the Company, none of the Directors is disqualified as on March 31, 2011 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

Referred to in Paragraph 3 of the Auditors Report of even date to the Members of Elpro International Limited on the Financial Statements for the year ended 31st March, 2011

1. (a) The company has maintained proper records to show full particulars, including quantitative details and situation of its fixed assets.

(b) As per the information and explanation given to us, fixed assets are physically verified by the management according to a phased programme. The frequency of verification in our opinion is reasonable having regard to the size of the company and the nature of the assets. Pursuant to the programme, the management has during the year physically verified the fixed assets and no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanation given to us, the company has not disposed off any the fixed assets during the year, thus provision of clause 4(i) (c) is not applicable.

2. (a) Inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable

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

(c) In our opinion and according to information and explanation given to us, the company is maintaining proper records of inventory and no material discrepancies were noticed on verification between the physical stocks and book records

3. (a) As per the information and documents produced before us, the company has given not given any secured or unsecured loans to the company covered in the register maintained u/s 301 of the act. Hence the provisions of clause 4(iii) (b), (c) and (d) are not applicable

(b) As per the information and documents produced before us, the company has taken unsecured loans from three companies covered in the register maintained u/s 301 of the act, In respect of the said loan, the aggregate maximum amount outstanding is Rs. 1,326.23 lacs and the aggregate amount outstanding at the year end is Rs. 1,030.13 lacs.

(c) In our opinion, the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the company.

(d) In respect of the aforesaid loans, the company is regular in repaying the principal amounts as stipulated and is also regular in payment of interest, where applicable

4. In our opinion and according to information and explanation given to us, there are adequate internal control systems 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.

5. (a) In our opinion and according to the information and explanation given to us, the transactions made in

pursuance of contracts or arrangements that need 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 such contracts or arrangements exceeding the value of Rupees Five lakhs, in respect of any party were made at price which are reasonable having regard to the prevailing market prices in cases where similar transaction have not been entered with other parties. We are unable to comment upon the reasonableness of the price

6. According to the information and explanation given to us, the company has not accepted any deposits from the public within the meaning of section 58A, 58AA and other relevant provisions of the act and the rules framed there under. Hence the provisions of clause 4(vi) is not applicable to the company.

7. In our opinion, the Companys internal audit system is commensurate with its size and the nature of the business.

8. The central government has prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act 1956 in respect of certain manufacturing activities of the Company. We have broadly reviewed the accounts and records of the company in this connection and are of the opinion, that prima facie, the prescribed accounts and records have been made and maintained. We have however not, carried out a detailed examination of the same.

9. (a) According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India and also Management representations, undisputed statutory dues in respect of provident fund, profession tax, income tax, VAT, custom duty, excise duty and service tax and cess have been regularly deposited by the Company during the year with the appropriate authorities in India.

(b) According to the records of the Company, the disputed dues in respect of Excise Duty, Service Tax, sales tax and income tax as at March 31, 2011 aggregating to Rs. 72.78 Lacs (Previous Year Rs.96.81 Lacs) have not been deposited with appropriate authorities and no provision has been made for the same in the books of accounts.

Name of Statute Nature of Amount Period to which

Dues (Rs. In Lacs) amount relates

1.00 1990-91 to 93-94

0.10 2001-02

The Central Excise Excise Duty Act 1944

6.42 2001-02 to 2002-03

2.23 2003-04

The Central Excise Service Tax 4.75 2002-03 to 2004-05 Act 1944

Bombay Sales Sales Tax 8.97 1999-00 to 2003-04 Tax Act, 1959

6.9 1995-96 to 2001-02 Central Sales Sales Tax Tax Act, 1956 2.31 1998-99 to 1999-00

Sales Tax-EOU Sales Tax 1.78 2002-2003

3.53 1991-92

12.51 1998-99 Income Tax Act 1961 Income Tax 13.68 2000-01

8.60 2003-04

TOTAL 72.78

Name of the statute Forum where the dispute is pending

The Central Excise Act 1944 High Court- Mumbai

Commissioner Central Excise

(Appeals), Hyderabad

Joint Commissioner -

Central Excise

The Supreme Court of India

The Central Excise Act 1944 Deputy Commissioner -

Central Excise

Bombay Sales Tax Act, 1956 Deputy Commissioner - Sales tax

Deputy Commissioner of Tax

Appellate Tribunal, Hyderabad Central Sales Tax Act, 1956 Deputy Commissioner of Appellate

Tribunal, Hyderabad

Deputy Commissioner of Sales Tax-EOU Appellate Tribunal, Pune

Honble Mumbai High Court

Income Tax Appellate, Trubunal Income Tax Act 1961 Income Tax Appellate, Trubunal

Commissioner of Income Tax - Appeals

10. The company has no accumulated losses at the end of the financial year and has not incurred any cash losses during the financial year. However the company had incurred cash losses in the immediately preceding financial year.

11. According to the records of the company examined by us and information and explanation given to us, as on the balance sheet date there has been a delay of 56 days in respect of one installment of principal payment of Rs. 350 lacs due to a bank. Apart from that, during the year there have been delays ranging from 14 to 52 days in respect of two principal installments of Rs. 350 lacs each due to a bank, however the said defaults have been made good by the company during the year. The company has not obtained any borrowing by way of debenture.

12. According to the information and explanations given to us the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities during the financial year. Hence the provisions of clause 4(xii) are not applicable to the company.

13. Considering the nature of activities carried on by the company during the year, the provision of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to it. Hence the provision of clause 4(xiii) is not applicable to the company.

14. According to the information and explanations given to us the Company is not dealing or trading shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) are not applicable the company.

15. In our opinion and according to the information and given to us, the terms and conditions of the guarantees given by the company, for loans taken by others, from banks or financial institutions during the year are not prejudicial to the interest of the company.

16. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purpose for which they were obtained.

17. According to the information and explanation given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that there are no funds raised on short term basis that have been used for long term investments.

18. According to the information and explanation given to us, the Company has not made any preferential allotment of shares during the year to the parties covered in the register maintained under section 301 of the act.

19. According to the information and explanation given to us, the Company has not issued any fresh debentures during the year. Hence the provisions of clause 4(xix) are not applicable to the company.

20. According to information and explanation given to us, the Company has not raised any money by public issue during the year. Hence the provisions of clause 4(xx) are not applicable to the company.

21. During the course of our examination of the books of accounts and records of the Company, carried in accordance with the generally accepted auditing practices in India, and according to 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.

TODARWAL & TODARWAL

Chartered Accountants

ICAI Firm registration no. 111009W

Sunil L.Todarwal

Partner

Membership No: 32512

Place : Kolkata

Date : 30th May, 2011


Mar 31, 2010

1. We have audited the attached Balance Sheet of Elpro International Limited (the "Company") as at March 31,2010 and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date (all together referred to as the financial statement) annexed thereto, which we have signed under reference to this report. 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 misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (together the "Order"), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of The Companies Act, 1956 of India (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 paragraphs 4 and 5 of the 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 dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act;

(e) On the basis of written representations received from the directors, as on March 31,2010 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give, in the prescribed manner, the information required by the Act, 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 March 31,2010;

(ii) In the case of the Profit and Loss Account, of the loss for the year ended on that date; and

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

ANNEXURE TO THE AUDITORS REPORT

(Referred to in Paragraph (3) of the Auditors Report of even date to the members of Elpro International Limited on the financial statements for the year ended 31st March, 2010).

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

(b) The fixed assets of the Company are physically verified by the Management according to a phased programme. The frequency of verification is reasonable, having regard to the size of the Company and nature of its business. Pursuant to the phased programme, fixed assets have been physically verified by the Management during the year and no material discrepancies between the book records and the physical inventory have been noticed.

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

2. (a) The inventory has been physically verified by the Management during the year. In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3. (a) The Company has granted unsecured loans, to a company covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year and the year-end balance of such loans aggregates to Rs. 665.62 lacs.

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

(c) The principal amount is repayable on demand and there is no repayment schedule. The Company received the principal and interest amount upon demand. The interest is payable on demand.

(d) The loan given and the interest due thereon is repayable on demand and therefore question of overdue payment does not arise.

(e) The Company has taken unsecured loans, from five companies covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year and the year-end bafance of such loans aggregates to Rs. 14,342.43 lacs and Rs. 439.79 lacs, respectively.

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

(g) In respect of the aforesaid loans, the Company is regular in repaying the principal amounts as stipulated and is also regular in payment of interest, where applicable.

4. In our opinion and according to the information and explanations given to us, having regard to our comments in paragraph 5(b) below, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services. 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, we have neither come across nor have been informed of any continuing failure to correct major weakness in internal control system.

5. (a) In our opinion and according to the information and explanations given to us and based on the disclosure of interest made by the directors of the Company, the particulars of contracts or arrangements referred to in Section 301 of the Act 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 such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party were made at prices which are reasonable having regard to the prevailing market prices in cases where similar transactions were entered with other parties. In respect of transactions, being of a special nature, where similar transactions have not been entered with other parties, we are unable to comment upon the reasonableness of the prices.

6. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

7. in our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

8. The Company has been advised that the Centra Government has prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 for generation of Electricity from wind power and for Varistors and Magnets for automotive parts and accessories, manufactured by the Company, for which, in our opinion, prima facie the prescribed accounts and records have been made and being maintained, in so far as it relates to Varistors. The Cost records for Magnets for automotive parts and accessories have not been maintained for the period under audit since there was no production relating to magnet division of the Company. To the best of our knowledge and according to the information given to us, the Central Government: has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the: Companies Act, 1956 for any other products manufactured by the Company- We have not, however, made a, detailed examination of the records with a view to determine whether they are accurate or complete.

9. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the 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 as applicable with the appropriate authorities and there are no arrears of statutory dues outstanding as at March 31,2010 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax, sales-tax, wealth-tax, service-tax, customs duty, excise duty and cessj as at March 31,2010 which have not been deposited on account of a dispute, are as follows:

Nature of the statute Nature of Amount

Dues under dispute & unpaid

The Central Excise

Act, 1944 1.00

Excise 0.10

Duty

6.42

2.23

The Central Excise Service Tax 4.75

Act,1944

Bombay Sales Sales Tax 8.97

Tax Act, 1959

Central Sales Tax 6.90

Act, 1956

Central Sales Tax 2.31

Act, 1956- Sales Tax

Sales tax-EOU 1.78

Income Tax Act, 1961 3.53

Income Tax Act, 1961 12.51

Income Tax Act, 1961 Income Tax 13,68

Income Tax Act, 1961 24.03

Income Tax Act, 1961 8.6

(Rs. in lacs) Nature of the statute Period to which Forum where dispute is

the amount relates pending

The Central Excise 1990-91 to 93-94 High Court-Mumbai Act,1944

2001-02 Commissioner Central Excise

(Appeals), Hyderabad

2001-02 to 2002-03 Joint Commissioner -

Central Excise

2003-04 The Supreme Court of India.

The Central Excise 2002-03 to 2004-05 Deputy Commissioner Act,1944 Central Excise

Bombay Sales 1999-00 to 2003-04 Deputy Commissioner, Sales Tax

Central Salee Tax 1995-96 to 2001 -02 Deputy Commissioner of Tax Act, 1956 Appellate Tribunal, Hyderabad

Central Salee Tax 1998-99 to 1999-00 Deputy Commissioner of Act, 1956 Appellate Tribunal, Hyderabad

Sales tax -EOU 2002-2003 Deputy Commissioner of

Appellate Tribunal,Pune

Income Tax Act,1961 1991-92 Honble Mumbai High Court

Income Tax Act,1961 1998-99 Income Tax Appellate, Tribunal

Income Tax Act,1961 2000-01 Income Tax Appellate, Tribunal

Income Tax Act,1961 2001-02 Income Tax Appellate, Tribunal

Income Tax Act,1961 2003-04 Commissioner of Income Tax-

Appeals

10. The Company has accumulated losses which are less than fifty percent of its net worth as at March 31, 2010. The Company has incurred cash losses in the financial year ended on that date and in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date except for delays ranging from 8 to 23 days in respect of six installments of Rs 11.30 lacs each due to a bank and delays ranging from 1 to 13 days in respect of 10 interest payments within range of Rs. 26.87 lacs to Rs. 39.03 lacs due to a bank. However the said defaults have been made good by the Company during the year. The Company has not obtained any borrowing by way of debentures.

12. 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 any special statute applicable to chit fund / nidhi / mutual benefit fund/ societies are not applicable to the Company.

14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. In our opinion and according to the information and explanations given to us, the terms and conditions of the i guarantees given by the Company, for loans taken by others from banks or financial institutions during the year, are not prejudicial to the interest of the Company.

16. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans ¦ have been applied for the purposes for which they were obtained.

17. On the basis of an overall examination of the balance sheet of the Company as at March 31,2010, in our opinion and according to the information and explanations given to us, the Company has funded its long term investments of Rs. 9,076.18 lacs out of short term funds.

18. 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 during the year.

19. The Company did not have any outstanding debentures during the year.

20. The Company has issued equity shares on conversion of share warrants during the year. The Company has disclosed the end use of money raised and the same has been verified by us.

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 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 Price Waterhouse

Chartered Accountants

Firm Registration Number: 012754N

Vilas Y. Rane

Place: Mumbai Partner

Date: August 28, 2010 Membership Number F-33220

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