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Auditor Report of G G Dandekar Properties Ltd.

Mar 31, 2018

Report on the Standalone Financial Statements

1. We have audited the accompanying IndAS financial statements of G. G. Dandekar Machine Works Limited (âthe Companyâ), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss (including Other Comprehensive Income),the Cash Flow Statement and the Statement of Changes in Equity for the year ended on that date, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

2. The Company''s Board of Directors is responsible for the matters stated in sub-section 5 of Section 134 of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these IndAS financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (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'') specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended (âthe Rulesâ).

3. 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 judgements 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 IndAS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

5. 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.

6. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India, as specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

7. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the IndAS financial statements. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the IndAS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company''s preparation of the IndAS 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 IndAS financial statements.

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

Other Matters

9. The Company had prepared separate sets of statutory financial statements for the year ended 31 March 2017 and 31 March 2016 in accordance with Accounting Standards prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended), on which we issued auditor''s reports to the shareholders of the Company dated 09May 2017 and 24 May 2016, respectively. These financial statements have been adjusted for the differences in the accounting principles adopted by the Company on transition to Ind AS, which have also been audited by us. Our opinion is not qualified in respect of this matter.

Opinion

10. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid IndAS 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 including Ind AS specified under Section 133 of the Act, of the state of affairs (financial position) of the Company as at 31 March, 2018, and its profit(financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

11. As required by sub-section 3 of Section 143 of the Act, we report that:

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

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

c) The Balance sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid IndAS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

e) On the basis of the written representations received from the Directors as on 31 March, 2018, and taken on record by the Board of Directors, none of the Directors are disqualified as on 31 March, 2018 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 âAnnexure-Aâ to this report.

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 Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

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

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

iii. There were no amounts, which were required to be transferred to the Investor Education and Protection Fund by the Company.

12. As required by the Companies (Auditors'' Report) Order. 2016 (''the Order''), issued by the Central Government of India in terms of section 143(11) of the Act, we enclose in âAnnexure-Bâ a statement on the matters specified in paragraphs 3 and 4 of the Order.

(Referred to in Paragraph 11(f) under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

Report on the Internal Financial Controls over Financial Reporting under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013(''the Act'')

1. We have audited the internal financial controls over financial reporting of G. G. Dandekar Machine Works Limited (âthe Companyâ) as of 31 March,2018 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

2. The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal controls over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (''the Guidance Note'') issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act 2013 (''the Act'').

Auditor''s Responsibility

3. Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the ''Guidance Note'' issued by the ICAI and the Standards on Auditing prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal controls based on the assessed risk. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial control system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

6. A company''s internal financial controls over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial controls over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

7. Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial controls over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has, in all material respects, an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2018, based on the internal controls over financial reporting criteria established by the Company considering the essential components of internal controls stated in the Guidance Note issued by the ICAI.

(Referred to in paragraph 12 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 fixed assets.

b) The Company has physically verified all of its fixed assets during the year. No material discrepancies have been noticed on such verification. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

c) According to the information and explanations given to us, the title deeds of immovable properties, as disclosed in Note 8 to the standalone financial statements, are held in the name of the Company, except land located at Plot no. 59, Dandekarwadi, Bhiwandi.

(ii) The inventory has been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable. In respect of inventory lying with third parties, these have been confirmed by them. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) In our opinion and according to information and explanations given to us, 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 Act. Accordingly, paragraph 3(iii) of the Order is not applicable to the Company.

(iv) In our opinion and according to information and explanations given to us, the Company has not given loans, made investments or given guarantees which are covered by the provisions of Section 185 and Section 186 of the Act. Accordingly, paragraph 3(iv) of the Order is not applicable to the Company.

(v) The Company has not accepted any deposits from the public in accordance with the provisions of sections 73 to 76 of the Act and the rules framed there under.

(vi) We have broadly reviewed the records maintained by the Company pursuant to the rules prescribed by Central Government for maintenance of cost records under sub section 1 of Section 148 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records.

(vii) (a) According to the information and explanations given to us and records of the company examined by us, the company generally is regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income- tax, sales-tax, service tax, value added tax, cess and any other material statutory dues with the appropriate authorities and there were no arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable;

(b) According to the information and explanation given to us, there are no dues of income tax, sales tax, value added tax, Service tax, duty of customs, duty of excise which have not been deposited with the appropriate authorities on account of any dispute other than those mentioned in Annexure I to this report

(viii) The Company has not defaulted in repayment of loans or borrowings to the banks. The Company does not have any loans or borrowings from any financial institution or Government, nor has it issued any debentures, as at the balance sheet date.

(ix) The Company has not raised any money by way of initial public offer, further public offer (including debt instruments) and term loans during the year. Accordingly, the provisions of Clause 3(ix) of the Order are not applicable to the Company.

(x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

(xi) According to the information and explanations given to us and based on our examination of the records, the Company has paid / provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V of the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3 (xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examinations of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act, where applicable. The details of such related party transactions have been disclosed in the financial statements as required under Ind AS24, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(xiv) According to the information and explanations give to us and based on our examination of the records, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, the provisions of Clause 3 (xiv) of the Order are not applicable to the Company.

(xv) According to the information and explanations give to us and based on our examination of the records, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, provisions of paragraph 3 (xv) of the Order are not applicable.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3 (xvi) of the Order are not applicable to the Company.

ANNEXURE- I

Statute	Forum with Dispute is pending	Amount (Rs. in Lacs)
Income Tax Act, 1961	High Court (Mumbai)	394.34
Income Tax Act, 1961	Assistant Commissioner of Income Tax	14.62
Income Tax Act, 1961	Deputy Commissioner of Income Tax	78.94
Wealth Tax Act, 1957	Commissioner of Wealth Tax (Appeals)	22.64
Maharashtra Value Added Tax, 2002 and Central Sales Tax	Commissioner of Sales Tax (remanded back to Assessing Office for reassessment)	390.68
Maharashtra Value Added Tax, 2002 and Central Sales Tax	Commissioner of Sales Tax	50.05

For Joshi & Kulkarni Sd/-

Chartered Accountants Shantanu Ghanekar

[F.R. No. 115751-W] Partner

M.No.102133

Place : Pune

Date : 19.05.2018

Mar 31, 2017

Independent Auditor''s Report

To the Members of

G. G. Dandekar Machine Works Limited,

Nagpur.

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of G. G. Dandekar Machine Works Limited ("the Company"), which comprise the Balance Sheet as at 31^st March, 2017, the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

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

Auditor''s Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under sub-section 10 of Section 143 of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company''s preparation of the financial statements that give a true and fairview 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 financial statements.

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

Opinion

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'' Report) Order. 2016 (''the Order''), issued by the Central Government of India in exercise of powers conferred by sub-section 11 of section 143 of the Act, we enclose in "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by sub-section 3 of Section 143 of the Act, we report that :

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

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

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

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

e) On the basis of the written representations received from the Directors as on 31^st March, 2017 and taken on record by the Board of Directors, none of the Directors are disqualified as on 31^st March, 2017 from being appointed as a Director in terms of sub-section 2 of Section 164 of the Act.

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note C-1 to the financial statements;

ii. The company did not have any long term contract including derivative contract for which there were any material foreseeable losses;

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

iv. The Company has provided the disclosure regarding Specified Bank Notes (SBN) in Note No. C- 9 to the Financial Statements as per notification no. GSR 308(E) dated 30^th March, 2017 issued by the Ministry of Corporate Affairs and these are in accordance with the books of account maintained by the Company.

Annexure A to Independent Auditor''s Report

Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation,

of fixed assets.

(b) The Company has physically verified all of its fixed assets during the year. No material discrepancies have been noticed on such verification. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) According to the information and explanations given to us, the title deeds of immovable properties, as disclosed in Note A-11 to the standalone financial statements, are held in the name of the Company, except land located at Plot no. 59, Dandekarwadi, Bhiwandi.

(v) The Company has not accepted any deposits from the public in accordance with the provisions of sections 73 to 76 of the Act and the rules framed there under.

(vii) (a) According to the information and explanations given to us and records of the company examined by us, the

company generally is regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income- tax, sales-tax, service tax, value added tax, cess and any other material statutory dues with the appropriate authorities and there were no arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable;

(x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examinations of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act, where applicable. The details of such related party transactions have been disclosed in the financial statements as required under Accounting standard (AS) 18, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(xiv) According to the information and explanations give to us and based on our examination of the records, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly the provisions of Clause 3(xvi) of the Order are not applicable to the Company.

Statute	Forum with Dispute is pending	Amount (Rs. in Lacs)
Income Tax Act, 1961	High Court (Mumbai)	394.34
Income Tax Act, 1961	Commissioner of Income Tax (Appeals)	41.15
Income Tax Act, 1961	Assistant Commissioner of Income Tax	583.29
Income Tax Act, 1961	Deputy Commissioner of Income Tax	14.62
Wealth Tax Act, 1957	Commissioner of Wealth Tax (Appeals)	22.64
Maharashtra Value Added Tax, 2002	Deputy Commissioner of Sales Tax	259.71
Maharashtra Value Added Tax, 2002	Commissioner of Sales Tax	157.36

ANNEXURE-B to the Auditors'' Report

Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the Act

We have audited the internal financial controls over financial reporting of G. G. Dandekar Machine Works Limited ("the Company") as of 31^st March, 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal controls over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India ("ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act 2013 ("the Act").

Auditor''s Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act to the extent applicable to an audit of internal controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal controls based on the assessed risk. 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial control system over financial reporting

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial controls over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial controls over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial controls over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2017, based on the internal controls over financial reporting criteria established by the Company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by ICAI.

For Joshi & Kulkarni

Sd/-

Chartered Accountants

Shantanu Ghanekar

[F.R. No. 115751-W]

Partner

M.No. 102133

Place: Pune

Date: 09.05.2017

Mar 31, 2015

We have audited the accompanying financial statements of G. G. Dandekar Machine Works Limited("the Company"), which comprise the Balance Sheet as at March 31,2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The 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 and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

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

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

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, of the state of affairs of the Company as at 31st March, 2015, and its loss and its 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 in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the Act, we report that:

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

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

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

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 on the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of written representations received from the directors as on March 31,2015, 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 section 164 (2) of the Act;

f) As required by the Rule 11 of the Companies (Audit and Auditors) Rules, 2014 we report that in our opinion and to the best of our information and according to the explanations given to us:

I. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note No. 1 in Part C in the Notes forming part 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.

iii. Following are the instances of delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

Sr Nature of dues Amount (Rs.) No

1. Unpaid Dividend for F.Y 2004-05 58,794.50

2. Unpaid Dividend for F.Y. 2005-06 2,60,828.00

Sr Nature of dues Due for Date of payment No transfer in the FY

1. Unpaid Dividend for F.Y 2004-05 2012-13 09/03/2015

2. Unpaid Dividend for F.Y. 2005-06 2013-14 09/03/2015

Annexure to Independent Auditor's Report

Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date,we report that:

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) As explained to us, fixed assets have been physically verified by the management at reasonable intervals in a phased manner during the year. According to the information and explanations given to us and on the basis of records produced to us for our verification; no material discrepancies were noticed on such physical verification.

ii. In respect of its Inventories:

a) As explained to us, inventories have been physically verified during the year by the management.

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

c) In our opinion and according to information and explanations given to us and on the basis of our examination of the records of inventory, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to books of account were not material and have been properly dealt with in the books of account;

iii. According to information and explanations given to us and on the basis of our examination of the books of account, the company has not granted any loans secured or unsecured loans, to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly the requirement of clauses (iii) (a), (b) & (c) of paragraph 3 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, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit no major weakness in internal controls has been noticed.

v. In our opinion and according to the information and explanations given to us, the company has not accepted deposits within the meaning of directives issued by Reserve Bank of India and Sections 73 to 76 or any other relevant provisions of the Act, and therefore, the provisions of the said directives, sections or rules made thereunder are not applicable to the Company.

vi. The Central Government has specified maintenance of cost records in for products of the Company under subsection (1) of Section 148 of the Companies Act, 2013. In our opinion and according to the information and explanations given to us, the Company has made and maintained such records as prescribed under the Companies (Cost Records and Audit) Rules, 2014.

vii. In respect of Statutory dues:

a) According to the information and explanations given to us and records of the company examined by us, the company generally is regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income- tax, sales-tax, service tax, value added tax, cess and any other material statutory dues with the appropriate authorities and there were no arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable;

b) In our opinion and according to the information and explanations given to us and records of the company examined by us, details of dues disputed amounts of taxes and duties not deposited are as follows -

Statute Forum with Dispute is pending Amount (Rs.in lacs)

Income Tax Act,1961 High Court (Mumbai) 394.34

Income Tax Act,1961 Commissioner of Income Tax 637.76 (Appeals)

Income Tax Act,1961 Dy. Commissioner of Income Tax 27.22

Wealth Tax Act,1957 Commissioner of Wealth Tax (Appeals) 11.02

Maharashtra Value Deputy/ Joint Commissioner of Sales 380.33 Added Tax, 2002 Tax (Appeals)

Maharashtra Value Deputy Commissioner of Sales Tax 3.72 Added Tax, 2002

Maharashtra Value Commissioner of Sales Tax (Appeals) 1.14 Added Tax, 2002

c) In our opinion and according to the information and explanations given to us and according to records of the company examined by us following amounts were 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:

Sr Nature of dues Amount (Rs.) No

1. Unpaid Dividend for F.Y 2004-05 58,794.50

2. Unpaid Dividend for F.Y. 2005-06 2,60,828.00

Sr Nature of dues Due for Date of payment No transfer in the FY

1. Unpaid Dividend for F.Y 2004-05 2012-13 09/03/2015

2. Unpaid Dividend for F.Y. 2005-06 2013-14 09/03/2015

viii. The company has no accumulated losses at March 31, 2015.It has incurred cash losses of Rs. 453.16 lacs in during the financial year covered under the audit. Company did not incur any cash losses in the immediately preceding financial year.

ix. In our opinion and according to the information and explanations given to us we are of the opinion that the company has not defaulted in repayment of dues to a financial institutions or banks.

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

xi. According to the information and explanations given to us and according to the records of the company examined by us term loans have been applied for the purpose for which the loans were obtained.

xii. According to the information and explanations given to us and to the best of our knowledge and belief, no material fraud on or by the company has been noticed or reported during the year.

For Joshi & Kulkarni, Chartered Accountants, Place: Pune (F. R. No.: 115751-W) Date: 29th May, 2015

Sd/- Shantanu R. Ghanekar Partner M. No. : 102133

Mar 31, 2014

We have audited the accompanying financial statements of M/s. G. G. Dandekar Machine Works Ltd. ("the Company"), which comprise the Balance Sheet as at 31st March, 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.

Managements 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 or 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 misstatements.

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

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

Opinions

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 March 31, 2014;

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 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;

e) on the basis of written representations received from the directors as on March 31, 2014 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 (l) of section 274 of the Companies Act, 1956.

Annexure to Independent Auditor''s Report

Referred to in paragraph I under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date

1. In respect of its Fixed Assets:

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals in a phased manner during the year and in our opinion the frequency of verification is reasonable having regard to the size of the Company & nature of its assets. No material discrepancies were noticed on such verification.

(c) Company has not disposed of any substantial part of fixed assets during the year.

2. ln respect of its Inventories:

(a) As explained to us, inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(c) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of inventory, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to the book records were not material and have been properly dealt with in the books of account.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to/ from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956;

(a) According to the information and explanations given to us and on the basis of our examination of the books of account, the company has not granted any loan secured~"o or unsecured, to companies, firms, or other parties covered in the register maintained...under Section 301 of the Companies Act, 1956. Accordingly, the requirements of Clauses (iii) (b), (c) and (d) of paragraph 4 of the Order are not applicable.

(b) According to the information and explanations given to us and on the basis of our examination of the books of account, Company has not taken any loan during the year from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Accordingly, the requirement of clauses (iii) (f) and (iii) (g) of paragraph 4 of the Order are not applicable.

4. ln 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 inventories & fixed assets and for sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. According to the information and explanations given to us and to the best of our knowledge and belief based on the audit procedures applied by us, there are no contracts or arrangements referred to in Section 301 of the Act and therefore, the requirements of paragraph 4(v) are not applicable to the Company.

6. In our opinion and according to the information and explanations given to us, the company has not accepted deposits from public within the meaning of the directives issued by the Reserve Bank of India and Sections 58A, 58AA or any other relevant provisions of the Act, and therefore, the provisions of the said directives, sections or rules made there under are not applicable to the Company.

7. In our opinion, the company has all internal audit system reasonably commensurate with the size and nature of its business.

8. We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view lo determining whether they are accurate or complete, as the examination of the records are to be made by a Cost Auditor.

9. In respect of Statutory Dues:

(a) According to the information and explanations given to us and the records of the company, the Company is generally regular in depositing undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, income tax, sales tax, wealth tax, custom duty, cess and other material statutory dues applicable to it with appropriate authorities during the year. During the year following dues have remained outstanding for a period of more than six months from the date they become payable:

Sr. Nature of dues Amount (Rs.) Due date No.

1 Company Profession Tax 2,500.00 30/06/2013

2. Investor Education Protection Fund

a. Unpaid Dividend for F.Y 2004-05 58,794.50 2012-13

b. Unpaid Dividend for F.Y. 2005-06 2,61,813.00 2013-14

3 N.A. Cess 34,396.06 NA

Sr. Nature of dues Date of payment No.

1 Company Profession Tax Not yet paid

2. Investor Education Protection Fund

a. Unpaid Dividend for F.Y 2004-05 Not yet transferred

b. Unpaid Dividend for F.Y. 2005-06 Not yet transferred

3 N.A. Cess Not yet paid

(b) According to the information and explanations given to us and the records of the company examined by us, the details of disputed amount of taxes & duties not deposited are as follows::

Statute Nature of Dues Forum with Dispute Amount (Rs. is pending in lacs) Income Tax Income Tax Act, 1961 High Court(Mumbai) 394.34

Income Tax Income Tax Act, 1961 CIT(Appeals) 39.74

Sales Tax Maharashtra value Sales Tax officer 1.78 Added Tax, 2002

Sales Tax Maharashtra value Commissioner(Appeals) 1.14 Added Tax, 2002

10. The Company has no accumulated losses as at 31st March, 2014. The Company has not incurred cash losses during the financial year ended on that date and immediately preceding financial year.

11. According to the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to banks and financial institutions. The Company has not borrowed any sums from financial institutions or through debentures.

12. In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund or a nidhi I mutual benefit fund /society. Therefore, the provisions of paragraph 4(xiii) are not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in shares, securities, and other investments. The company has invested surplus funds in marketable securities, for which proper records have been maintained in respect of the transactions and contracts and timely entries have been made therein. The investments in marketable securities have been held by the Company in its own name.

15. According to the information and explanations given to us, the company has not given guarantees for loans taken by others from banks or financial institution.

16. According to the information and explanations given to us and to the best of our knowledge and belief. The term loans availed by the Company have been, prima facie, applied by the Company for the purposes for which they were obtained.

17. 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, prima facie, not been used for long term investment.

18. According to the information and explanation given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act.

19. According to the information and explanation given to us, during the period covered by our audit report, the Company had not issued any debentures. Accordingly, paragraph 4(xix) of the order regarding creation of security is not applicable.

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

21. According to the information and explanations given to us and to the best of our knowledge and belief, no material fraud on or by the company was noticed or reported during the year.

For Joshi & Kulkarni, Chartered Accountants, (F.R. No. 115751-W)

(Shantanu. R.Ghanekar) Date: 30th May, 2014 Partner Place: Pune M.No. 102133

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of M/s G.G. Dandekar Machine Works Ltd. ( the Company ), 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.

Managements 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 principles generally accepted in India including 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.

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 misstatements.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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 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 exami. nation 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, 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, 1956.

Annexure to Independent Auditor''s Report Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date

1. In respect of its Fixed Assets:

a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals in a phased manner during the year and in our opinion the frequency of verification is reasonable having regard to the size of the Company & nature of its assets. No material discrepancies were noticed on such verification.

c) Company has not disposed of any substantial part of fixed assets during the year.

2. In respect of its Inventories:

a) As explained to us, inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the internal controls related to the procedures of physical verification, especially those related to assessment of physical condition of inventories, followed by the management needs to be strengthen considering size of the company and the nature of its business.

c) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of inventory, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to the book records were not material and have been properly dealt with in the books of account.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956;

a) According to the information and explanations given to us and on the basis of our examination of the books of account, the company has not granted any loan secured or unsecured, to companies, firms, or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the requirements of Clauses (iii) (b), (c) and (d) of paragraph 4 of the Order are not applicable.

b) According to the information and explanations given to us and on the basis of our examination of the books of account, Company has not taken any loan during the year from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Accordingly, the requirements of Clauses (iii) (f) and (iii) (g) of paragraph 4 of the Order are not appli. cable.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensu. rate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and for sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. According to the information and explanations given to us and to the best of our knowledge and belief and based on the audit proce. dures applied by us, there are no contracts or arrangements referred to in Section 301 of the Act and therefore, the requirements of paragraph 4(v)are not applicable to the Company.

6. In our opinion and according to the information and explanations given to us, the company has not accepted deposits from public within the meaning of the directives issued by the Reserve Bank of India and sections 58A, 58AA or any other relevant provisions of the Act, and therefore, the provisions of the said directives, sections or rules made there under are not applicable to the Company.

7. In our opinion, the company has an internal audit system reasonably commensurate with the size and nature of its business.

8. We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained by the Company pursu. ant to the Rules made by the Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determining whether they are accurate or complete, as the examination of the records are to be made by a Cost Auditor.

9. In respect of Statutory Dues:

a) According to the information and explanations given to us and the records of the company, the Company is generally regular in depositing undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, income tax, sales tax, wealth tax, custom duty, cess and other material statutory dues applicable to it with appropriate authorities during the year and there were no arrears of such dues at the year.end which have remained 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, the details of disputed amount of taxes & duties not deposited are as follows:

Statute Nature of Dues Forum with Dispute is pending Amount (Rs. in lacs)

Income Tax Income Tax Act, 1961 High Court (Mumbai) 394.34

Sales Tax Maharashtra Value Added Tax, 2002 Sales Tax Officer 1.78

10. The Company has no accumulated losses at 31st March 2013. The Company has not incurred cash losses during the financial year ended on 31.03.2013. Company had incurred cash losses of Rs. 862.88 lacs during immediately preceding financial year.

11. According to the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to banks and financial institutions.

12. In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of paragraph 4(xiii) are not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in shares, securities, and other investments. The company has invested surplus funds in marketable securities, for which proper records have been maintained in respect of the transactions and contracts and timely entries have been made therein. The investments in marketable securities have been held by the Company in its own name.

15. According to the information and explanations given to us, the company has not given guarantees for loans taken by others from banks or financial institution.

16. According to the information and explanations given to us and to the best of our knowledge and belief, the term loans availed by the Company have been, prima facie, applied by the Company for the purposes for which they were obtained.

17. 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, prima facie, not been used for long term investment.

18. According to the information and explanation given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act.

19. According to the information and explanation given to us, during the period covered by our audit report, the Company had not issued any debentures. Accordingly, paragraph 4(xix) of the order regarding creation of security is not applicable.

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

21. According to the information and explanations given to us and to the best of our knowledge and belief, no material fraud on or by the company was noticed or reported during the year.

For Joshi & Kulkarni,

Chartered Accountants,

F. R. No.: 115751.W

Shantanu Ghanekar

Place: Pune (Partner)

Date: 28th May, 2013 Membership No.: 102133

Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s G. G. Dandekar Machine Works Ltd., as at 31st March, 2012, the Profit and Loss account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosure in the financial statements. An audit also includes assessing the accounting principle 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 (Auditor's Report) Order, 2003, issued by the Central Government of India in terms of sub-Section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit,

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

(iii) The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account,

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

(v) Without qualifying our opinion, we draw your attention to the Note No. C-1 of Part C of Notes to Accounts regarding disclosure of the investments in the subsidiary company at its book value.

(vi) 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.

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

(b) in the case of the Profit and Loss account, 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.

Annexure to Auditors' Report (Referred to in paragraph 3 of our report of even date)

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

(b) As informed to us, the fixed assets have been physically verified by the management at reasonable intervals in a phased manner, which in our opinion is reasonable, having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The Company has not disposed off any substantial part of fixed assets during the year.

(ii) (a) As explained to us, inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(c) The company is maintaining proper records of inventories. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) According to the information and explanations given to us, the Company has not granted any loan secured or unsecured, to companies, firm, or 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 order are not applicable.

(iv) According to the information and explanations given to us, the Company has not taken any loan secured or unsecured, from companies, firm, or 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.

(v) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(vi) (a) According to the information and explanations given to us, we are of the opinion that the particulars of all contracts or arrangements that need to be entered into register maintained under Section 301 of the Company's Act, 1956, have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Company's Act, 1956, and exceeding the value of Rs. Five lakhs 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 time.

(vii) The company has not accepted any deposit from the public and hence provisions of paragraph 4(vi) are not applicable.

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

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

(x) (a) According to the information and explanations given to us, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other statutory dues applicable to it. According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31st March, 2012 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, disputed dues in respect of Income Tax and Sales Tax, which have not been paid on account of matters pending before appropriate authorities are as under :

Name of Nature of Dues Forum with Amount Statute Dispute is (Rs. in pending Lacs)

Income Tax Income Tax Act, 1961 High Court (Mumbai) 394.34

Sales Tax Maharashtra Value Sales Tax Officer 1.78 Added Tax, 2002

(xi) The Company has no accumulated losses as at 31st March, 2011 and it has not incurred cash losses during the financial year ended on that date and immediately preceding financial year.

(xii) In our opinion and according to the information and explanation given to us, the company has not defaulted in repayment of dues to banks. The Company has not borrowed any sums from financial institutions or through debentures.

(xiii) In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

(xiv) In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of paragraph 4(xiii) are not applicable to the Company.

(xv) In our opinion, the Company is not dealing in or trading in shares, securities, and other investments. The company has invested surplus funds in marketable securities and mutual funds, for which proper records have been maintained in respect of the transactions and contracts and timely entries have been made therein. The investments in marketable securities and mutual funds have been held by the Company in its own name.

(xvi) According to the information and explanations given to us, the company has not given guarantees for loans taken by others from banks or financial institution.

(xvii) According to the information and explanations given to us and to the best of our knowledge and belief, the term loans availed by the Company have been, prima facie, applied by the Company for the purposes for which they were obtained.

(xviii) According to the information and explanation given to us and on an overall examination of the balance sheet of the Company, we report that funds on short-term basis have, prima facie, not been used for long term investments.

(xix) According to the information and explanation given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act.

(xx) According to the information and explanation given to us, during the period covered by our audit report, the Company had not issued any debentures. Accordingly, paragraph 4(xix) of the order regarding creation of security is not applicable.

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

(xxii) According to the information and explanations given to us and to the best of our knowledge and belief, no fraud on or by the Company has been noticed or reported during the course of our audit.

For Joshi & Kulkarni, Chartered Accountants, Firm Regn. No. 115751W

(Shantanu R. Ghanekar) Partner M. No. 102133

Place : Pune Date : 10th August, 2012

Mar 31, 2010

1. We have audited the attached Balance Sheet of M/s G. G. Dandekar Machine Works Ltd., as at 31 March 2010, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date 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 misstatement. An audit includes examining, on test basis, evidence supporting the amounts and disclosure in the financial statements. An audit also includes assessing the accounting principle 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. The financial statements of the Company for the year ended 31 March 2009, were audited by other independent accountants whose report dated 8 June 2009, expressed a qualified opinion on those statements. The balances as on 31 March 2009, have been considered as opening balances for the purpose of these financial statements.

4. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government of India in terms of sub-Section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

5. Further to our comments in the Annexure referred to above, we report that:

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit,

(ii) In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books,

(iii) The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of accounts.

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

(v) In our opinion and to the best of our information and according to the explanation 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.

(a) in the case of the Balance Sheet of the state of affairs of the Company as at 31 March 2010;

(b) in the case of the Profit and LossAccount, 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.

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

(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) As explained to us, the fixed assets have been physically verified by the management at reasonable interval in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The Company has not disposed off substantial part of fixed assets during the year.

(ii) In respect of its inventories:

(a) As explained to us, inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(c) The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on verification between the physical stocks and the book records.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loan secured or unsecured, to companies, firm, or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

Clause (b) to (d): In view of reply to (a) above in our opinion, are not applicable.

(e) According to the information and explanations given to us, the Company has not taken any loan secured or unsecured, from companies, firm, or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

Clause (f) & (g): In view of reply to (e) above in our opinion, are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of all contracts or arrangements that need to be entered into register maintained under Section 301 of the Companies Act, 1956, have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956, and exceeding the value of Rs. Five lakhs 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 time.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public within the meaning of the directives issued by the Reserve Bank of India and Sections 58A, 58AA or any other relevant provisions of the Act, and therefore, the provisions of the said directive Sections or Rules made there under are not applicable to the Company.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business, however the scope of internal audit needs to be enhanced.

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

(ix) (a) According to the information and explanations given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other statutory dues applicable to it. According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31 March 2010 for a period of more than six months from the date they became payable.

(b) The disputed statutory dues aggregating to Rs. 396.12 lacs, that have not been paid on account of matters pending before appropriate authorities are as under:

Name of Statute Nature of Dues Forum with Dispute is pending Amount (Rs. In lacs)

Income Tax Income Tax Act, 1961 High Court (Mumbai) 394.34

Sales Tax Maharashtra Value Added Tax, Sales Tax Officer 1.78 2002

(x) According to the information and explanations given to us, the Company has no accumulated losses. The Company has not incurred cash losses during the financial year covered by our audit and immediately preceding financial year.

(xi) In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(xii) In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

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

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has not given guarantees for loans taken by others from banks or financial institution.

(xvi) According to the information and explanations given to us and to the best of our knowledge and belief, the term loan availed by the Company have been, prima facie, applied by the Company for the purpose for which it was obtained.

(xvii) According to the information and explanation given to us and on an overall examination of the balance sheet of the Company, we report that funds on short-term basis have, prima facie, not been used for long term investment.

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

(xix) According to the information and explanation given to us, during the period covered by our audit report, the Company had not issued any debentures.

(xx) The Company has not raised any money by way of public issues.

(xxi) According to the information and explanations given to us and to the best of our knowledge and belief, no fraud on or by the Company has been noticed or reported during the course of our audit.

For Joshl & Kulkarnl, Chartered Accountants,

Firm Regn No. 115751W

(Dilip P. Joshi)

Partner M. No. 017440 Place: Pune Date : 28.05.2010

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