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Auditor Report of GHCL Ltd.

Mar 31, 2016

We have audited the accompanying standalone financial statements of GHCL Limited ("the Company") which comprises the Balance Sheet as at 31 March, 2016, the Statement of Profit and Loss, 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 Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone 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 of 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 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 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 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. 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 31st March, 2016, and its profit 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, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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 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 Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B"; and

(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 :The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note No. 2.26 to 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. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

The Annexure referred to in Independent Auditors'' Report to the members of the Company on the standalone financial statements for the year ended 31 March 2016, we report that:

(i) (a) In our opinion, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, physical verification of these fixed assets is being conducted by the management at reasonable intervals, which in our opinion is reasonable having regard to the size of the Company and the nature of the fixed assets. According to the information and explanations given to us no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

(ii) As explained to us physical verification of inventory has been conducted at reasonable intervals by the management and discrepancies noticed on such physical verification between physical stocks and book records were not material considering the operations of the Company and the same have been properly dealt with in the books of account.

(iii) In our opinion and according to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to any companies, firms, Limited Liability Partnerships or other parties as covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of clause 3(iii) (a), (b) and (c) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Companies Act, 2013, with respect to loans, investments, guarantees and security made.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit within the meaning of Section 73 to 76 of the Act, and the rules framed thereunder.

(vi) We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government, the maintenance of cost records have been prescribed under Section 148 (1) of the Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete.

(vii) (a) According to the records of the Company and the information and explanations given to us, the Company has generally been regularly depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income tax, Sales-Tax, Service tax, Duty of Customs , Duty of Excise, Value added Tax, Cess and any other statutory dues applicable to it. There are no undisputed statutory dues as referred to above as at 31st March, 2016 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, the dues in respect of Income Tax, Sales Tax, Service Tax, Duty of Customs and Excise Duty and that have not been deposited with the appropriate authorities on account of dispute and the forum where the disputes are pending are given below :-

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

Income Tax Act,1961 Write off of loans of 11.06 F.Y. 2010-2011, F.Y. ITAT, Ahmedabad Subsidiaries, Corporate 2011-12

Guarantee, Foreign Sales Commission

Foreign Sales Commission, 5.46 F.Y. 2011-2012, F.Y. CIT ( Appeal), Ahmedabad Interest on loan to 2012-13 Subsidiaries

Central Excise Act, CENVAT credit & Non 0.03 2001-2002 High Court Chennai 1944 Payment of Service Tax, 4.50 2012-2013 High Court Gujarat changes in classification of 33.25 2002-03, 2005-06, 2008- Customs, Excise and Service duty rate 09, 2009-10 to 2014-15 tax Appellate Tribunal

0.86 2010-11, 2011-12, 2012- Commissioner (Appeals) 13, 2014-15

Customs Act, 1962 Changes in classification of 5.71 2012-13 Customs, Excise and Service custom duty rate tax Appellate Tribunal

Urban Land Tax Act, urban Land Tax 0.74 1981-2014 High Court Chennai 1966

Bombay Tenancy & NA conversion Premium for 1.21 2005-2006 High Court Ahmedabad Agricultural Land Tax Land Act, 1948

The Employee''s State 0.03 1998-2002 ESI Court, Madurai Insurance Act, 1948

Contribution Demand 0.01 1985-1986 Supreme Court

(viii) Based on our audit procedures and according to the information and explanations given by the management, the Company has not defaulted in repayment of loans from bank.

(ix) In our opinion and according to the information and the explanations given to us, the term loans have been applied for the purposes for which they were obtained. Further as per the records, the Company did not raise any money by way of initial public offer or further public offer (including debt instruments).

(x) Based upon the audit procedures performed and to the best of our knowledge and belief and according to the information and explanations given to us, no fraud by the company or any fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) According to the information and explanations give to us and based on our examination of the records of the Company, 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 to 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 examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

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

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

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



For and on behalf of For and on behalf of

JAYANTILAL THAKKAR & CO RAHUL GAUTAM DIVAN & ASSOCIATES

Chartered Accountants Chartered Accountants

(Firm Reg. No. 104133W) (Firm Reg. No. 120294W)

(C. V. THAKKER) (RAHUL DIVAN)

Partner Partner

Membership No: 006205 Membership No: 100733

Place: New Delhi

Date: 19 May 2016


Mar 31, 2015

We have audited the accompanying standalone financial statements of GHCL Limited ("the Company") which comprise the Balance Sheet as at 31 March 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 of these standalone financial statements that give a true and fair view of the financial position and 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 of 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. Auditors'' 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 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 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 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 control system over financial reporting and the operating effectiveness of such

controls. 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 31st March, 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements As required by the Companies (Auditor''s Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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 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 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 Companies (Accounts) Rules, 2014.

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

(f) The company has adequate internal financial controls and in our opinion the same are operating effectively.

(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 - Refer Note 2.26 to the financial statements.

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

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

(Annexure referred to in paragraph 1 under the heading of ''Report on Other Legal and Regulatory Requirements'' of our report of even date.)

(i) (a) In our opinion, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, some of the fixed assets have been physically verified by the management according to a programme of verification which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies with respect to book records were noticed on such verification.

(ii) (a) As explained to us, physical verification of inventory has been conducted by the management at reasonable intervals. In

our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. Discrepancies noticed on verification of inventory as compared to book records were not material and these have been properly dealt with in the books of account.

(iii) In our opinion and according to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties as covered in the register maintained under Section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii) (a) and (b) of the Order are not applicable.

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

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit within the meaning of Section 73 to 76 of the Companies Act, 2013, and the rules framed thereunder.

(vi) We have broadly reviewed the books of accounts maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government, the maintenance of cost records have been prescribed under Section 148 (1) of the Companies Act, 2013, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete.

(vii) (a) According to the records of the Company and the information and explanations given to us, the Company has been

regularly depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income tax, Sales Tax, Wealth tax, Service tax, Customs Duty, Excise Duty, Value Added Tax, Cess and any other statutory dues applicable to it. There are no undisputed statutory dues as referred to above as at 31st March, 2015 outstanding for a period of more than six months from the date they become payable.

(b) The disputed statutory dues aggregating to Rs. 2949.06 lakhs that have not been deposited on account of matters pending before the appropriate authority are as under:

Name of the Nature of dues Forum where dispute statute is pending

Income Tax Depreciation, Write off of ITAT, Ahmedabad loans Act,1961 of Subsidiaries

Write off of loans of CIT ( Appeal), Subsidiaries, Corporate Ahmedabad Guarantee, Foreign Sales Commission

Central CENVAT credit & Non High Court Chennai Excise Act Payment of Service Tax High Court Gujarat 1944

Customs, Excise and Service Tax Appellate Tribunal

Commissioner (Appeals)

Tamil Nadu Exemption from Sales Tax High Court Chennai General Sales Tax Act,1959

Tamil Nadu Disallowance of ITC Commissioner VAT Act, (Appeals) 2006

Urban Land Tax Act Urban Land Tax High Court Chennai 1966

Bombay Tenancy & Non-Agriculture conversion High Court Agricultural Premium for Land Ahmedabad Land Tax Act, 1948

The Employee''s State Contribution Demand ESI Court, Madurai |nsurance Act, 1948 Supreme Court





Name of the Statue Period to which the Amount amount relates (Rsin Lakhs)

Income tax Act 1961 F.Y. 2007-2008, F.Y. 803.01 2009-10

F.Y. 2006-2007, F.Y 313.82 2009-10

Centorl Exice Act 1944 2001- 02 3.44

2012-13 449.92

2002- 03, 2005-06, 192.59

2008-09, 2009-10 & 2010-11

2008- 09 to 2012-13 972.76

Tamil Nadu General 2004- 05 & 2005-06 7.36 Sales Tax Act1959

Tamil nadu Vat Act 1966 2009- 10 to 2012-13 3.61

Urban land tax Act 1966 1981 to 2014 74.05

Bombay Tenancy & 2005- 06 121.17 Agricultural Land Tax Act 1948

The employee State Various Years 6.02

insurance Act 1948 1985-86 1.31

(c) The amount required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within time.

(viii) The Company neither has any accumulated losses at the end of the financial year nor has incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(ix) Based on our audit procedures and according to the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks or financial institutions.

(x) Based on our examination of the records, we are of the opinion that the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are prima facie not prejudicial to the interest of the Company.

(xi) In our opinion, the term loans have been applied for the purposes for which they were obtained.

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

For and on behalf of Rahul gautam divan & associates Chartered Accountants (Firm Reg. No. 120294W) (RAHuL DIVAN) Partner (Membership No: 100733)

For and on behalf of JAYANTILAL THAKKAR & Co Chartered Accountants (Firm Reg. No. 104133W)

(C.V. THAKKER) Partner (Membership No: 006205)

Place : New Delhi Date : 22nd May, 2015


Mar 31, 2014

We have audited the accompanying financial statements of GHCL Limited ("the Company?) which comprise the Balance Sheet as at 31 March 2014, 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

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

Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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 controls relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2014;

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

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

REPORT ON OTHER lEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

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

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

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

(Annexure referred to in paragraph 1 under the heading of ''report on other Legal and regulatory requirements'' of our report of even date.)

(i) (a) In our opinion, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, some of the fixed assets have been physically verifed by the management according to a programme of verifcation which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies with respect to book records were noticed on such verifcation.

(c) In our opinion and according to explanations given to us, fixed assets disposed off during the year were not substantial and as such the disposal has not affected the going concern status of the Company.

(ii) (a) As explained to us, physical verifcation of inventory has been conducted by the management at reasonable intervals. In our opinion, the frequency of verifcation is reasonable.

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

(c) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. Discrepancies noticed on verifcation of inventory as compared to book records were not material and these have been properly dealt with in the books of account.

(iii) In our opinion and according to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured, to or from companies, frms or other parties as covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (b) (c) (d) (f) and (g) of the order are not applicable.

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

(v) In our opinion and according to the information and explanations given to us, there are no contracts and arrangements, particulars of which need to be entered into the register maintained under Section 301 of the Companies Act, 1956.

(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 Section 58A, 58AA of the Companies Act, 1956, and the rules framed thereunder.

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

(viii) We have broadly reviewed the books of accounts maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government, the maintenance of cost records have been prescribed under Section 209 (1) (d) of the Companies Act, 1956, and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete.

(ix) (a) According to the records of the Company and the information and explanations given to us, the Company has been regularly depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee State Insurance, Income tax, Sales Tax, Wealth tax, Service tax, Customs Duty, Excise Duty, Cess and any other statutory dues applicable to it. There are no undisputed statutory dues as referred to above as at 31st March, 2014 outstanding for a period of more than six months from the date they become payable.

(b) The disputed statutory dues aggregating to Rs..2527.56 lakhs that have not been deposited on account of matters pending before the appropriate authority are as under:

Sr. Name of the statute Nature of dues Forum where No. dispute is pending

1 Income Tax Act, 1961 Depreciation ITAT, Ahmedabad Write off of loans of CIT ( Appeal), Subsidiaries Ahmedabad

2 Central Excise Act, CENVAT credit & Non High Court Chennai 1944 Payment of Service Customs, Excise and Tax Service Tax Appellate Tribunal

Commissioner (Appeals)

Name of the statute Period to which the Amount amount relates (Rs. in Lakhs)

Income Tax Act, 1961 F.Y. 2007-08 3.14

F.Y. 2009-10 799.86

Central Excise Act, 1944 2001-02 3.44

2002-03, 2008-09, 1325.51 2009-10 & 2010-11

2007-08, 2008-09, 186.23

2009-10, 2010-11,

2011-12



Sr. Name of the statute Nature of dues Forum where No. dispute is pending

3 Tamil Nadu General Exemption from Sales High Court Chennai Sales Tax Act, 1959 Tax

4 Urban Land Tax Act Urban Land Tax High Court Chennai

5 Bombay Tenancy & Non-Agriculture High Court Agricultural Land Tax conversion Premium Ahmedabad Act, 1948 for Land

The Employee''s State Contribution Demand ESI Court, Madurai 6. Insurance Act, 1948 Supreme Court

Name of the statute Period to which the Amount amount relates (Rs. in Lakhs)

Tamil Nadu General 2004-05 & 2005-06 7.36 Sales Tax Act, 1959

Urban Land Tax Act 1981-2013 & 2010- 73.52 2011

Bombay Tenancy & Agricultural Land Tax Act, 1948 2005-06 121.17

The Employee''s State Insurance Act, 1948 Various Years 6.02

1985-86 1.31

(x) The Company neither has any accumulated losses at the end of the financial year nor has incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks or financial institutions.

(xii) Based on our audit procedures and according to the information and explanations given by the management, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund/nidhi/mutual benefit fund/society to which the provisions of special statue relating to chit fund are applicable.

(xiv) According to the information and explanations given by management, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) Based on our examination of the records, we are of the opinion that the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are prima facie not prejudicial to the interest of the Company.

(xvi) In our opinion, the term loans have been applied for the purposes for which they were obtained.

(xvii) Based on our examination of the Balance Sheet and cash flows of the Company as at 31st March, 2014 and according to the information and explanations given to us, we report that funds raised on a short-term basis have not been used for long-term investment.

(xviii) During the year, 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, 1956.

(xix) The Company did not have any outstanding debentures at the year end.

(xx) During the year, the Company has not raised money by way of public issue.

(xxi) Based on the audit procedures performed and according to the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year ended 31st March, 2014.

For and on behalf of For and on behalf of

JAYANTILAL THAKKAR & CO RAHUL GAUTAM DIVAN & ASSOCIATES

Chartered Accountants Chartered Accountants

(Firm reg. No. 104133W) (Firm reg. No. 120294W)

(C.V. THAKKER ) (RAHUL DIVAN)

Partner Partner

Membership No: 006205 Membership No: 100733

Place : New Delhi Date : 28th May, 2014


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying fi nancial statements of GHCL Limited ("the Company") which comprise the Balance Sheet as at 31 March 2013'' the Statement of Profi t and Loss and the Cash Flow Statement for the year then ended and a summary of signifi cant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these fi nancial statements that give a true and fair view of the fi nancial position'' fi nancial performance and cash fl ows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act'' 1956 ("the Act"). This responsibility includes the design'' implementation and maintenance of internal control relevant to the preparation and presentation of the fi nancial 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 fi nancial 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 fi nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial statements. The procedures selected depend on the auditor''s judgment'' including the assessment of the risks of material misstatement of the fi nancial statements'' whether due to fraud or error. In making those risk assessments'' the auditor considers internal controls relevant to the Company''s preparation and fair presentation of the fi nancial 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 fi nancial statements. We believe that the audit evidence we have obtained is suffi cient 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 fi nancial 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:

(i) in the case of the Balance Sheet'' of the state of affairs of the Company as at 31 March 2013;

(ii) in the case of the Statement of Profi t and Loss'' of the profi t for the year ended on that date; and

(iii) in the case of the Cash Flow Statement'' of the cash fl ows 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")'' as amended'' 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 specifi ed 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 Profi t 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 Profi t and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act'' 1956; and

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

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

(Annexure referred to in paragraph 1 under the heading of ''Report on Other Legal and Regulatory Requirements'' of our report of even date.)

(i) (a) In our opinion'' the Company has maintained proper records showing full particulars including quantitative details and situation of fi xed assets.

(b) As explained to us'' some of the fi xed assets have been physically verifi ed by the management according to a programme of verifi cation which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies with respect to book records were noticed on such verifi cation.

(c) In our opinion and according to explanations given to us'' fi xed assets disposed off during the year were not substantial and as such the disposal has not affected the going concern status of the Company.

(ii) (a) As explained to us'' physical verifi cation of inventory has been conducted by the management at reasonable intervals. In our opinion'' the frequency of verifi cation is reasonable.

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

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

(iii) In our opinion and according to the information and explanations given to us'' the Company has neither granted nor taken any loans'' secured or unsecured'' to or from companies'' fi rms or other parties as covered in the register maintained under Section 301 of the Companies Act'' 1956. Accordingly'' the provisions of clause 4(iii) (b) (c) (d) (f) and (g) of the order are not applicable.

(iv) In our opinion and according to the information and explanation given to us'' there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fi xed assets and for the sale of goods and services. During the course of our audit'' we have not observed any continuing failure to correct major weaknesses in internal control systems.

(v) In our opinion and according to the information and explanations given to us'' there are no contracts and arrangements'' particulars of which need to be entered into the register maintained under Section 301 of the Companies Act'' 1956.

(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 Section 58A'' 58AA of the Companies Act'' 1956'' and the rules framed thereunder.

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

(viii) We have broadly reviewed the books of accounts maintained by the Company in respect of products where'' pursuant to the Rules made by the Central Government'' the maintenance of cost records have been prescribed under Section 209 (1) (d) of the Companies Act'' 1956'' and are of the opinion that prima facie'' the prescribed accounts and records have been maintained. We have not'' however'' made a detailed examination of the records with a view to determining whether they are accurate or complete.

(ix) (a) According to the records of the Company and the information and explanations given to us'' the Company has been regularly depositing with the appropriate authorities undisputed statutory dues including Provident Fund'' Investor Education and Protection Fund'' Employee State Insurance'' Income tax'' Sales Tax'' Wealth tax'' Service tax'' Customs Duty'' Excise Duty'' Cess and any other statutory dues applicable to it. There are no undisputed statutory dues as referred to above as at 31st March'' 2013 outstanding for a period of more than six months from the date they become payable.

(b) The disputed statutory dues aggregating to Rs.1300.30 lakhs that have not been deposited on account of matters pending before the appropriate authority are as under:

Sr. Name of the statute Nature of dues Forum where dispute is No. pending

1 Income Tax Act'' 1961 Depreciation CIT (Appeal)'' Ahmedabad

2 Central Excise Act'' 1944 CENVAT credit High Court Chennai Customs'' Excise and Service Tax Appellate Tribunal

Commissioner (Appeals)

Name Period to which the Amount amount relates (Rs. in Lakhs)

Income Tax Act'' 196 F.Y. 2007-2008 3.14

2001-02 3.44

2002-03'' 2008-09'' 1077.50 2009-10 & 2010-11

2005-06 & 2011-12 8.671

Sr. Name of the statute Nature of dues Forum where dispute is No. pending

3 Tamil Nadu General Sales Tax Exemption from High Court''Chennai Act'' 1959 Sales Tax

4 Urban Land Tax Act Urban Land Tax High Court'' Chennai

5 Bombay Tenancy & Non-Agriculture High Court'' Ahmedabad Agricultural Land Tax Act'' conversion 1948 Premium for Land

The Employee''s State Contribution ESI Court'' Madurai 6 Insurance Act'' 1948 Demand Supreme Court

Name Period to which the Amount amount relates (Rs.in Lakhs)

Tamil Nadu General Sales Tax 2004-05 & 2005-06 5.86

Urban Land Tax Act 1981-2013 & 2010- 73.18 2011

Bombay Tenancy & 2005-2006 121.18

The Employee''s State Various Years 6.02 1985-1986 1.31

(x) The Company neither has any accumulated losses at the end of the fi nancial year nor has incurred any cash losses during the fi nancial year covered by our audit and in the immediately preceding fi nancial year.

(xi) Based on our audit procedures and according to the information and explanations given by the management'' we are of the opinion that the Company has not defaulted in repayment of dues to banks or fi nancial institutions.

(xii) Based on our audit procedures and according to the information and explanations given by the management'' the Company has not granted any loans and advances on the basis of security by way of pledge of shares'' debentures and other securities.

(xiii) The Company is not a chit fund/nidhi/mutual benefi t fund/society to which the provisions of special statue relating to chit fund are applicable.

(xiv) According to the information and explanations given by management'' the Company is not dealing or trading in shares'' securities'' debentures and other investments.

(xv) Based on our examination of the records'' we are of the opinion that the terms and conditions on which the Company has given guarantee for loans taken by others from banks or fi nancial institutions are prima facie not prejudicial to the interest of the Company.

(xvi) In our opinion'' the term loans have been applied for the purposes for which they were obtained.

(xvii) Based on our examination of the Balance Sheet and cash fl ows of the Company as at 31st March'' 2013 and according to the information and explanations given to us'' we report that funds raised on a short-term basis have not been used for long-term investment.

(xviii)During the year'' 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'' 1956.

(xix) The Company did not have any outstanding debentures at the year end.

(xx) During the year'' the Company has not raised money by way of public issue.

(xxi)Based on the audit procedures performed and according to the information and explanations given by the management'' we report that no fraud on or by the Company has been noticed or reported during the year ended 31st March'' 2013.

For and on behalf of For and on behalf of

JAYANTILAL THAKKAR & CO RAHUL GAUTAM DIVAN & ASSOCIATES

Chartered Accountants Chartered Accountants

(Firm Reg. No. 104133W) (Firm Reg. No. 120294W)

( C. V. THAKKER ) ( GAUTAM R. DIVAN )

Partner Partner

Membership No: 006205 Membership No: 006457

Place : New Delhi Date : 24th May'' 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of GHCL Limited as at 31st March, 2012 and also the Statement of Profit and Loss annexed thereto and the Cash Flow Statement for the year ended on that date. 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 auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order 2003 as amended, 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 in Paragraph 3 above, we report that :

a) no provision has been made in respect of outstanding Guarantees aggregating to Rs. 20,352 lakhs furnished on behalf of a subsidiary (considered as contingent liabilities in notes to accounts) since it cannot be quantified as on date.

b) Without qualifying our opinion, we draw your attention to:

i) Note 2.28 in respect of the Scheme of Arrangement u/s 391 to 394 of the Companies Act, 1956 approved by Honourable High Court of Gujarat vide its Order dated 30th November, 2009 and the accounting treatment adopted by the Company in respect of the Business Development Reserve.

ii) Note 2.55 in respect of the Employee Stock Option Scheme of the Company, wherein the potential diminution in the value of the assets of the Scheme are disclosed.

c) 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.

d) 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 such books;

e) 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;

f) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

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

h) Subject to our comments in paragraph 4(a) above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

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

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

ANNEXURE TO THE AUDITORS' REPORT

(Annexure referred to in paragraph 3 of the Auditors' Report of even date to the Members of GHCL Limited on the accounts for the year ended 31st March, 2012.)

(i) (a) In our opinion, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, some of the fixed assets have been physically verified by the management according to a programme of verification which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies with respect to book records were noticed on such verification.

(c) In our opinion and according to explanations given to us, fixed assets disposed off during the year were not substantial and as such the disposal has not affected the going concern status of the Company.

(ii) (a) As explained to us, physical verification of inventory has been conducted by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. Discrepancies noticed on verification of inventory as compared to book records were not material and these have been properly dealt with in the books of account.

(iii) In our opinion and according to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties as covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (b) (c) (d) (f) and (g) of the order are not applicable.

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

(v) In our opinion and according to the information and explanations given to us, there are no contracts and arrangements, particulars of which need to be entered into the register maintained under Section 301 of the Companies Act, 1956.

(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 Section 58A, 58AA of the Companies Act, 1956, and the rules framed thereunder.

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

(viii) We have broadly reviewed the books of accounts maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government, the maintenance of cost records have been prescribed under Section 209 (1) (d) of the Companies Act, 1956, and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete.

(ix) (a) According to the records of the Company and the information and explanations given to us, the Company has been regularly depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee State Insurance, Income tax, Sales Tax, Wealth tax, Service tax, Customs Duty, Excise Duty, Cess and any other statutory dues applicable to it. There are no undisputed statutory dues as referred to above as at 31st March, 2012 outstanding for a period of more than six months from the date they become payable.

(b) The disputed statutory dues aggregating to Rs.1343.10 lakhs that have not been deposited on account of matters pending before the appropriate authority are as under:

Sr. Name of the statute Nature of dues Forum where No. dispute is pending

1 Income Tax Act, 1961 Depreciation CIT (Appeal), Ahmedabad

2 Central Excise Act, 1944 CENVAT credit High Court Chennai

Customs, Excise and Service Tax Appellate Tribunal

Commissioner (Appeals)

Name of the Statute Period to which Amount the amount (Rs.in Lakhs) relates

Income Tax Act,1961 F.Y 2007-2008 3.14

Central Excise Act,1944 2001-02 3.44

2002-2003, 2008- 887.89 2009 & 2009-2010

2008-2009, 2009- 189.62 2010 & 2010-2011

Sr. Name of the statute Nature of dues Forum where No. dispute is pending

3 urban Land Tax Act,1966 urban Land Tax High Court Chennai

High Court Chennai

4 Bombay Tenancy & Agricultural Non-Agriculture High Court Land Tax Act, 1948 conversion Ahmedabad Premium for Land

5 The Employee's State Contribution ESI Court, Madurai Insurance Act 1948 Demand Supreme Court

6. The Employees' Provident Fund Damages & The Employees' Act & Miscellaneous Provisions Interest Provident Fund Act, 1952 Appellate Tribunal, New Delhi

Name of the Statute Period to which Amount the amount (Rs.in Lakhs) relates

Urban Land Tax Act,1966 1981-2009 32.79

2010-2012 43.34

Bombay Tenancey & Agricultural Land Tax Act,1948 2005-2006 171.17

The Employee's State Insurance Act,1948 Various Years 6.02

1985-1986 1.31

The Employees' Provident Fund Act & Miscellaneous Provisions Act,1952 2007-2008 & 4.38 2008-2009

(x) The Company neither has any accumulated losses at the end of the financial year nor has incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks or financial institutions.

(xii) Based on our audit procedures and according to the information and explanations given by the management, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund/nidhi/mutual benefit fund/society to which the provisions of special statue relating to chit fund are applicable.

(xiv) According to the information and explanations given by management, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) Based on our examination of the records, we are of the opinion that the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are prima facie not prejudicial to the interest of the Company.

(xvi) In our opinion, the term loans have been applied for the purposes for which they were obtained.

(xvii) Based on our examination of the Balance Sheet and cash flows of the Company as at 31st March, 2012 and according to the information and explanations given to us, we report that funds raised on a short-term basis have not been used for long-term investment.

(xviii)During the year, 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, 1956.

(xix) The Company did not have any outstanding debentures at the year end.

(xx) During the year, the Company has not raised money by way of public issue.

(xxi) Based on the audit procedures performed and according to the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year ended 31st March, 2012.

For and on behalf of For and on behalf of

JAYANTILAL THAKKAR & CO RAHUL GAUTAM DIVAN & ASSOCIATES

Chartered Accountants Chartered Accountants

(Firm Reg. No. 104133W) (Firm Reg. No. 120294W)

(C. V. THAKKER) (RAHUL DIVAN )

Partner Partner

Membership No: 006205 Membership No: 100733

Place : New Delhi

Date : 30th May , 2012


Mar 31, 2011

1. We have audited the attached Balance Sheet of GHCL Limited as at 31st March, 2011 and also the Profit and Loss Account annexed thereto and the Cash Flow Statement for the year ended on that date. 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 auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order 2003 as amended, 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 in Paragraph 3 above, we report that :

a) no provision has been made in respect of outstanding Guarantees aggregating to Rs 17,840 lakhs furnished on behalf of a subsidiary (considered as contingent liabilities in notes to accounts) since it cannot be quantified as on date.

b) Without qualifying our opinion, we draw your attention to:

i) Note 2 of Schedule 16 in respect of the Scheme of Arrangement u/s 391 to 394 of the Companies Act, 1956 approved by Honourable High Court of Gujarat vide its Order dated 30th November, 2009 and the accounting treatment adopted by the Company in respect of the Business Development Reserve.

ii) Note 31 of Schedule 16 in respect of the Employee Stock Option Scheme of the Company, wherein the potential diminution in the value of the assets of the Scheme are disclosed.

c) 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.

d) 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 such books;

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

f) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

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

h) Subject to our comments in paragraph 4(a) above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011;

ii. in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

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

ANNEXURE TO THE AUDITORS' REPORT

(Annexure referred to in paragraph 3 of the Auditors' Report of even date to the Members of GHCL Limited on the accounts for the year ended 31st March, 2011.)

(i) (a) In our opinion, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, some of the fixed assets have been physically verified by the management according to a programme of verifi cation which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies with respect to book records were noticed on such verification.

(c) In our opinion and according to explanations given to us, fixed assets disposed off during the year were not substantial and as such the disposal has not affected the going concern status of the Company.

(ii) (a) As explained to us, physical verifi cation of inventory has been conducted by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. Discrepancies noticed on verification of inventory as compared to book records were not material and these have been properly dealt with in the books of account.

(iii) In our opinion and according to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties as covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (b) (c) (d) (f) and (g) of the order are not applicable.

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

(v) In our opinion and according to the information and explanations given to us, there are no contracts and arrangements, particulars of which need to be entered into the register maintained under Section 301 of the Companies Act, 1956.

(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 Section 58A, 58AA of the Companies Act, 1956, and the rules framed thereunder.

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

(viii) We have broadly reviewed the books of accounts maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government, the maintenance of cost records have been prescribed under Section 209 (1) (d) of the Companies Act, 1956, and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete.

(ix) (a) According to the records of the Company and the information and explanations given to us, the Company has been regularly depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee State Insurance, Income tax, Sales Tax, Wealth tax, Service tax, Customs Duty, Excise Duty, Cess and any other statutory dues applicable to it. There are no undisputed statutory dues as referred to above as at 31st March, 2011 outstanding for a period of more than six months from the date they become payable.

(b) The disputed statutory dues aggregating to `307.50 lakhs that have not been deposited on account of matters pending before the appropriate authority are as under:

Sr. Name of the statute Nature of dues Forum where dispute No. is pending

1 Income Tax Act, 1961 Export Sales Commissioner of Commission Income Tax (Appeal), Ahmedabad

TDS Payment -

2 Central Excise Act, CENVAT credit High Court Chennai 1944

Customs, Excise and Service Tax Appellate Tribunal

3 Urban Land Tax Act Urban Land Tax Madurai Corporation

High Court Chennai

High Court Chennai

4 Bombay Tenancy & Non-Agriculture High Court Ahmedabad Agricultural Land conversion Premium Tax Act, 1948 for Land

5 The Employee's State Contribution ESI Court, Madurai Insurance Act, 1948 Demand Supreme Court

Name of the statute Period to which Amount the amount (Rs.in Lakhs)

Income Tax Act, 1961 F. Y.2005-2006 58.67

Central Excise Act, F. Y. 2007-2008 40.92 1944 2001-02 3.20

2002-03 0.73



Urban Land Tax Act 1981-2009 19.80

1981-2009 12.67 2010-2011 43.34

Bombay Tenancy & 2005-2006 121.17 Agricultural Land Tax Act, 1948 for Land

The Employee's State Various Years 5.69 Insurance Act, 1948 1985-1986 1.31

(x) The Company neither has any accumulated losses at the end of the financial year nor has incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks or financial institutions.

(xii) Based on our audit procedures and according to the information and explanations given by the management, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund/nidhi/mutual benefit fund/society to which the provisions of special statue relating to chit fund are applicable.

(xiv) According to the information and explanations given by management, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) Based on our examination of the records, we are of the opinion that the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are prima facie not prejudicial to the interest of the Company.

(xvi) In our opinion, the term loans have been applied for the purposes for which they were obtained.

(xvii) Based on our examination of the Balance Sheet and cash flows of the Company as at 31st March, 2011 and according to the information and explanations given to us, we report that funds raised on a short-term basis have not been used for long-term investment.

(xviii) During the year, 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, 1956.

(xix) The Company did not have any outstanding debentures at the year end.

(xx) During the year, the Company has not raised money by way of public issue.

(xxi) Based on the audit procedures performed and according to the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year ended 31st March, 2011.

For and on behalf of For and on behalf of

JAYANTILAL THAKKAR & CO RAHUL GAUTAM DIVAN & ASSOCIATES Chartered Accountants Chartered Accountants (Firm Reg. No. 104133W) (Firm Reg. No. 120294W)

( C. V. THAKKER ) (RAHUL DIVAN) Partner Partner Membership No: 006205 Membership No: 100733

Place : New Delhi Date : 18th July, 2011


Mar 31, 2010

1. We have audited the attached Balance Sheet of GHCL Limited as at 31st March 2010 and also the Profit and Loss Account annexed thereto and the Cash Flow Statement for the year ended on that date. 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 auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order 2003 as amended, 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 in Paragraph 3 above, we report that :

a) no provision has been made in respect of Loans and Advances aggregating to Rs. 11,507 lakhs due from subsidiaries and step down subsidiaries and no provisions for outstanding Guarantees aggregating to Rs. 36,377 lakhs furnished to subsidiaries and step down subsidiaries (considered as contingent liabilities in notes to accounts) since it cannot be quantified as on date.

b) no income is recognized for interest receivable on outstanding loans to foreign subsidiary for the year ended 31 March 2010 amounting to Rs 11 lakh, due to the uncertainty of recoverability of this amount. As a result of this, the impact on the Profit and Loss Account for the year ended 31 March 2010 is an understatement of profit by Rs. 11 lakhs.

c) Without qualifying our opinion, we draw your attention to:

i) Note 2 of Schedule 16 in respect of the Scheme of Arrangement u/s 391 to 394 of the Companies Act, 1956 approved by Honourable High Court of Gujarat vide its Order dated 30th November, 2009 and the accounting treatment adopted by the Company in respect of the Business development Reserve.

ii) Note 35 of Schedule 16 in respect of the Employee Stock Option Scheme of the Company, wherein the potential diminution in the value of the assets of the Scheme are disclosed.

d) 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.

e) 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 such books;

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

g) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

h) On the basis of the written representations received from the Directors as at 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 Section 274 of the Companies Act, 1956;

i) Subject to our comments in paragraphs 4(a) and (b) above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2010; ii. in the case of the Profit and Loss Account, of the profit for the year ended on that date; and iii. in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

(Annexure referred to in paragraph 3 of the Auditors Report of even date to the Members of GHCL Limited on the accounts for the year ended 31st March 2010.)

(i) (a) In our opinion, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, some of the fixed assets have been physically verified by the management according to a programme of verification which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies with respect to book records were noticed on such verification.

(c) In our opinion and according to explanations given to us, fixed assets disposed off during the year were not substantial and as such the disposal has not affected the going concern status of the Company.

(ii) (a) As explained to us, physical verification of inventory has been conducted by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. Discrepancies noticed on verification of inventory as compared to book records were not material and these have been properly dealt with in the books of account.

(iii) In our opinion and according to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties as covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (b) (c) (d) (f) and (g) of the order are not applicable.

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

(v) In our opinion and according to the information and explanations given to us, there are no contracts and arrangements, particulars of which need to be entered into the register maintained under Section 301 of the Companies Act, 1956.

(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 Section 58A, 58AA of the Companies Act, 1956, and the rules framed thereunder.

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

(viii) We have broadly reviewed the books of accounts maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government, the maintenance of cost records have been prescribed under Section 209 (1) (d) of the Companies Act, 1956, and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete.

(ix) (a) According to the records of the Company and the information and explanations given to us, the Company has been regularly depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee State Insurance, Income tax, Sales Tax, Wealth tax, Service tax, Customs Duty, Excise Duty, Cess and any other statutory dues applicable to it. There are no undisputed statutory dues as referred to above as at 31st March 2010 outstanding for a period of more than six months from the date they become payable.

(b) The disputed statutory dues aggregating to Rs. 54.93 lakhs that have not been deposited on account of matters pending before the appropriate authority are as under:

Sr. Name of the statute Nature of dues Forum where dispute No. is pending 1 Income Tax Act, 1961 Income on Domestic Commissioner of Income Tax Services and (Appeal), Ghaziabad Transfer Pricing

2 Central Excise CENVAT credit High Court Chennai Act, 1944 Customs, Excise and Service Tax Appellate Tribunal

Commissioner (Appeals) Central

Excise

3 Urban Land Tax Act Urban Land Tax Madurai Corporation

High Court Chennai

4. The Employees State Contribution ESI Court, Madurai

Insurance Act, 1948 Demand Supreme Court

Name of the statute Period to which Amount the amount (Rs. in

relates Lakhs)

Income Tax Act, 1961 F. Y. 8.38

2004-2005

Central Excise 2001-02 2.96 Act, 1944 2002-03 0.73

2002-03 & 6.37

2003-04

Urban Land Tax Act 1981-2009 20.25

1981-2009 12.00 The Employees State Various Years 2.93

Insurance Act, 1948 1985-1986 1.31

(x) The Company neither has any accumulated losses at the end of the financial year nor has incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks or financial institutions.

(xii) Based on our audit procedures and according to the information and explanations given by the management, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund/nidhi/mutual benefit fund/society to which the provisions of special statue relating to chit fund are applicable.

(xiv) According to the information and explanations given by management, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) Based on our examination of the records, we are of the opinion that the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are prima facie not prejudicial to the interest of the Company.

(xvi) In our opinion, the term loans have been applied for the purposes for which they were obtained.

(xvii) Based on our examination of the Balance Sheet and cash flows of the Company as at 31st March 2010 and according to the information and explanations given to us, we report that funds raised on a short-term basis have not been used for long-term investment.

(xviii) During the year, 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, 1956.

(xix) The Company did not have any outstanding debentures at the year end.

(xx) During the year, the Company has not raised money by way of public issue.

(xxi) Based on the audit procedures performed and according to the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year ended 31st March 2010.

For and on behalf of For and on bahalf of

JAYANTILAL THAKKAR & CO RAHUL GAUTAM DIVAN & ASSOCIATES

Chartered Accountants Chartered Accountants

(Firm Reg. No. 104133W) (Firm Reg. No. 120294W)

(C. V. THAKKER) (GAUTAM R. DIVAN)

Partner Partner

Membership No: 006205 Membership No: 006457

Place: New Delhi Date : 29th July 2010



 
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