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Auditor Report of IFCI Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of IFCI Limited ("the Company"), which comprises the Balance Sheet as at March 31, 2015, 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 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, 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 March 31, 2015, its profit and its cash flow 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 OrdeF) issued by the Central Government of India in terms of Sub-Section (11) of Section 143 of the Act, we give in the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required under Section 143(5) of the Companies Act, 2013, we enclose herewith, as per Annexure II, our report for the Company on the directions issued by the Comptroller & Auditor General of India.

3. 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 Accounts 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 and the Statement of Profit and Loss dealt with by this report are in agreement with the books of accounts.

(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 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) 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 No. 25.1 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 - Refer Note No. 25.3 to the financial statements;

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

Annexure I referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements 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,except for leased plant and machinery having gross block of Rs. 70.92 crore (PY - Rs. 70.92 crore) which have been fully depreciated.

(b) The fixed assets are being physically verified by the management at all its offices in a phased manner at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification. However, the policy with regard to the verification of physical assets and the periodicity thereof needs to be reviewed and approved by the Board.

(ii) The Company is a Systemically Important Non-Banking Financial Company, accordingly it does not hold any inventory. Thus, paragraph 3(ii) of the Order is not applicable.

(iii) According to the information provided and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register mentioned under Section 189 of the Companies Act, 2013.

(iv) The present ERP of the company requires up-gradation and Information Systems audit to test the designing and effectiveness of the automated controls. Except as above, in our opinion and according to the information and explanations given to us, generally there is an adequate internal control system commensurate with the size of the company and nature of its business, for the purchase of fixed assets and for the sale of services. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control system.

(v) According to the information provided and explanations given to us, the Company has not accepted any deposits from the public during the year within the meaning of Section 73 to 76 of the Companies Act, 2013.

(vi) According to the information provided and explanation given to us, maintenance of cost records by the Company has not been prescribed by the Central Government under Section 148(1) of the Companies Act, 2013. Thus, paragraph 4(vi) of the Order is not applicable.

(vii) (a) According to the information provided and explanations given to us, the company is generally regular in depositing undisputed statutory dues including provident fund, employee''s state, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues applicable to it with the appropriate authorities. There are no outstanding statutory dues existing as at the last day of the financial year for a period of more than six months from the day they became payable.

(b) According to the information and explanations given to us, there were no amounts due as on March 31, 2015 in respect of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess which have not been deposited on account of any dispute other than those indicated below:

Name of the Nature of Amount Year to which Statute disputed dues (Rs. )* demand relates

Finance Act, Service Tax 70,233,120 FY 2005-06 to 1994(Service and Penalty FY 2007-08 Tax)# demanded

Finance Act, Service Tax 3,048,230 FY 2008-09 to 1994 (Service and Penalty FY 2009-10 Tax) demanded

Finance Act, Service Tax 4,534,112 FY 2005-06 to 1994 (Service and Penalty FY 2007-08 Tax) demanded

Finance Act, Service Tax 5,957,624 FY 2006-07 to 1994 (Service and Penalty FY 2008-09 Tax) demanded

MP Sales Tax 60,000 Commercial on Lease Tax Act, 1994 Transactions

Name of the Forum, where Statute dispute is pending

Finance Act, CESTAT, Delhi 1994(Service Tax)#

Finance Act, CESTAT, Delhi 1994 (Service Tax)

Finance Act, CESTAT, 1994 (Service Bangalore Tax)

Finance Act, Commissioner 1994 (Service of Service Tax, Tax) Chennai

MP Board of Commercial Revenue Tax Act, 1994 (Commercial Transactions Tax Tribunal) Gwalior, M.P

* net of amount deposited under protest

# Stay order has been received against the amount disputed and not deposited

(c) According to the information provided and explanations given to us, 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 there under has been transferred to such fund within time.

(viii) There are no accumulated losses at the end of the financial year and the Company has not incurred cash losses during the financial year covered by our audit report and in the immediately preceding financial year.

(ix) According to the information provided and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

(x) According to the information provided and explanations given to us, the Company has given guarantees for loans taken by others, Performance Guarantees and Letters of Comforts for subsidiaries and others. The terms and conditions of these guarantees and Letters of Comfort are not prima facie prejudicial to the interests of the Company.

(xi) In our opinion and according to the information provided and explanations given to us, the term loans availed by the Company were applied for the purpose for which they were obtained.

(xii) During the year, the company has reported fraud by one of its borrower company where the borrower has induced the company to reschedule its outstanding loan facilities on false assurances and forged documents by inflating the value of security by Rs. 81 crore.

For ASA & Associates LLP For ANDROS & CO. Chartered Accountants Chartered Accountants FRN: 009571N/N500006 FRN: 008976N

Parveen Kumar Puneet Gupta Partner Partner Membership No. 088810 Membership No. 093714

Place : New Delhi Date : May 26, 2015


Mar 31, 2014

We have audited the accompanying financial statement of IFCI Limited ("the Company") which comprises of 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.

Management''s Responsibility for the Financial Statements

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

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

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

Opinion

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

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 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 of the company for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order'') issued by the Central Government of India as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004, in terms of Sub - Section (4A) of Section 227 of the Act, we give, based on the information and explanation given to us, a statement in the Annexure on the matters specified in paragraphs 4 and 5 of that 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 accounts 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, 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, the Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in Sub - Section (3C) of Section 211 of the Companies Act, 1956;

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

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

ANNEXURE TO THE AUDITORS'' REPORT

The Company is a Non Banking Financial Company (NBFC) and the Clause (ii) (a, b, c); (iii) (b, c, d, f, g) and (xiii) (a, b, c, d) of Companies (Auditors Report) Order 2003 or not applicable and hence no opinion on these have been expressed.

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

(b) The fixed assets are being physically verified by the Management at all its offices in a phased manner at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification. However, the policy with regards to the verification of phyiscal assets and the periodicity thereof needs to be reviewed and approved by the Board.

(c) The Company did not dispose off any substantial part of fixed assets during the year that may affect the going concern.

(ii) (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(b) The company has not taken any loans, secured or unsecured from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(iii) There are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to fixed assets and with regard to the sale of services. Further during the course of our audit we have neither come across nor have we been informed of any instances indicative of major weaknesses in the aforesaid internal control procedures which would require corrective actions.

(iv) (a) There are no transactions that need to be entered into a Register maintained under Section 301 of the Companies Act, 1956.

(b) As there are no transactions that need to be entered into a Register maintained under Section 301 of the Companies Act, 1956, therefore, paragraph (v)(b) of the Order is not applicable.

(v) The Company has not accepted any deposits from the public during the year under Sections 58A, 58AA or any other relevant provisions of the Act.

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

(vii) Clause (viii) of paragraph 4 of the aforesaid Order is not applicable to the Company since the Central Government has not prescribed maintenance of cost records under Section 209 (1)(d) of the Companies Act, 1956 for the Company.

(viii) (a) The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues applicable to it with the appropriate authorities. As per the information and explanation and records made available to us there were no undisputed dues payable for the period of more than six months form the date they became payable as at March 31, 2014.

(b) There are no dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty/Cess which have not been deposited

on account of any dispute other than those indicated below:

Name Nature of Amount Year to which Forum, where of the the disputed (Rs.)* demand dispute is Statute Dues relates pending

Finance Act, Service Tax 7,02,33,120 FY 2005-06 to CESTAT, Delhi 1994 and penalty FY 2010-11 (Service Tax) Demanded#

Finance Act, Service Tax 45,34,112 FY 2005-06 to CESTAT, 1994 and penalty to FY 2007-08 Bangalore (Service Tax) Demanded

MP Commercial Sales Tax 60,000 – Board of Tax Act, 1994 on Lease Revenue Transactions (Commercial Transactions Tax Tribunal) Gwalior, M P

* net of amount deposited under protest

# stay order has been received against the amount disputed and not deposited

(ix) There are no accumulated loss and the Company has not incurred any cash loss during the financial year covered by our audit report and in the immediately preceeding financial year.

(x) The Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

(xi) Based on our examination of documents and records, we are of the opinion that the Company has maintained adequate records where the Company has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xii) Based on our examination of the records, we are of the opinion that proper records have been maintained of the transactions and contracts in respect of the Company''s dealing or trading in shares, debentures and other investments and timely entries have been made in those records. We also report that the Company has held the shares, securities, debentures and other investments in its own name except to the extent of the exemption, if any, granted under Section 49 of the Companies Act, 1956.

(xiii) The Company has given guarantees for loans taken by others Performance Guarantees and Letters of comforts for subsidiaries and others. The terms and conditions of these guarantees and Letters of comfort are not prima facie prejudicial to the interests of the Company.

(xiv) Term loans availed by the Company were applied by the Company during the year for the purpose for which they were obtained.

(xv) Funds raised on short term basis have not been used for long term purpose.

(xvi) The Company has not made any preferential allotment of shares during the financial year to the parties and companies covered under the register maintained under Section 301 of the Companies Act, 1956.

(xvii) The Company has issued secured tax free bonds for which creation of charge has not been completed since the prescribed form under the Companies Act, 2013 is yet to be notified by the Ministry of Corporate Affairs.

(xviii) The Company has not raised any money by public issue during the year.

(xxi) During the course of our examination of the books and records of the Company carried out in accordance with generally accepted practices, in India we have neither come across any instance of fraud on or by the Company nor, the Company has noticed and reported any such case during the year, and accordingly the company has not informed us of any such case.

For THAKUR, VAIDYANATH AIYAR & CO. For ANDROS & CO.

Chartered Accountants Chartered Accountants

FRN: 000038N FRN: 08976N

V Rajaraman Brij Bhushan Garg

Partner Partner

M. No. 2705 M. No. 84865

Place : New Delhi Date : April 29, 2014


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of IFCI Limited ("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.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

For the annexure referred to in our report of even date to the Members of IFCI Ltd (''the Company'') for the year ended on March 31, 2013; we report that:

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

(b) The fixed assets are being physically verified by the Management at all its offices in a phased manner at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(c) The Company did not dispose off any substantial part of fixed assets during the year that may affect the going concern.

(ii) The nature of the Company''s business/activities/transactions does not require it to hold inventories and as such Clause 4(ii) of the Companies (Auditors'' Report) Order, 2003 (''Order'') is not applicable.

(iii) (a) The Company has not granted loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. (b) In view of our comment in paragraph (iii)(a) above, Clauses (iii)(b), (iii)(c) and (iii)(d) of paragraph 4 of the aforesaid Order are not applicable.

(e) The Company has not taken loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(f) In view of our comment in paragraph (iii)(e) above, Clauses (iii)(f) and (iii)(g) of paragraph 4 of the aforesaid Order are not applicable.

(iv) In our opinion and according to the information and explanations 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 purchase of inventories, fixed assets and with regard to the sale of services. Further during the course of our audit we have neither come across nor have we been informed of any instances indicative of major weaknesses in the aforesaid internal control procedures which would require corrective action. (v) (a) In our opinion, and according to the information and explanations given to us, there are no transactions that need to be entered into a Register maintained under Section 301 of the Companies Act, 1956. (b) In our opinion, and according to the information and explanations given to us, as there are no transactions that need to be entered into a Register maintained under Section 301 of the Companies Act, 1956, paragraph (v)(b) of the Order is not applicable.

(vi) The Company has not accepted any deposits from the public during the year under Sections 58A, 58AA or any other relevant provisions of the Act. Further, during the course of our audit, we have neither come across nor have we been informed of any order passed under the aforesaid Sections by the National Company Law Tribunal during the year.

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

(viii) In our opinion, Clause (viii) of paragraph 4 of the aforesaid Order is not applicable to the Company since the Central Government has not prescribed maintenance of cost records under Section 209 (1)(d) of the Companies Act, 1956 for the Company.

(ix) (a) According to the books and records as produced before us and examined by us in accordance with generally accepted auditing practices in India and also the management''s representation, we are of the opinion that the Company is generally 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, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues applicable to it. According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income Tax, Wealth Tax, Service Tax, Sales Tax, Custom Duty and Excise Duty which were outstanding as at March 31, 2013 for a period of more than six months from the date they became payable.

(b) According to the records of the Company, there are no dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty/Cess which have not been deposited on account of any dispute other than those indicated below:

* net of amount deposited under protest

# stay order has been received against the amount disputed and not deposited

(x) There are no accumulated losses and the Company has not incurred any cash losses during the financial year covered by our audit report and in the immediately preceeding financial year.

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

(xii) Based on our examination of documents and records, we are of the opinion that the Company has maintained adequate records where the Company has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) We are given to understand that the provisions of any special statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/Society are not applicable to the Company.

(xiv) Based on our examination of the records, we are of the opinion that proper records have been maintained of the transactions and contracts in respect of the Company''s dealing or trading in shares, debentures and other investments and timely entries have been made in those records. We also report that the Company has held the shares, securities, debentures and other investments in its own name except to the extent of the exemption, if any, granted under Section 49 of the Companies Act, 1956.

(xv) The Company has given guarantees for loans taken by subsidiaries, joint venture companies from Banks and Financial Institutions. In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees are not prima facie prejudicial to the interests of the Company considering the relationship between the companies.

(xvi) In our opinion and according to the information and explanations given to us, term loans availed by the Company were prima-facie applied by the Company during the year for the purpose for which they were obtained.

(xvii) According to the information and explanations given to us and based on the overall examination of the Balance Sheet of the Company, funds raised on short term basis have prima-facie not been used for long term investment.

(xviii)In our opinion and according to information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year.

(xix) Since the Company has not issued any debentures during the year, the question of creation of any security or charge does not arise.

(xx) The Company has not raised any money by public issue during the year.

(xxi) During the course of our examination of books of account carried out in accordance with generally accepted auditing practices, we have neither come across any instance of fraud on or by the management nor have we been informed of such case by the management.

F o r RAY & RAY

Chartered Accountants

Firm Registration No.301072E

Arvind Yennemadi

Partner

Place : Thiruvananthapuram

Date : May 20, 2013 Membership Regn. No.031004

 
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