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Auditor Report of ISGEC Heavy Engineering Ltd.

Mar 31, 2016

We have audited the accompanying standalone financial statements of Isgec Heavy Engineering Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the 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 Section 143(11) of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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 21 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 A to the Independent Auditor''s Report to the members of Isgec Heavy Engineering Limited dated 26th May, 2016

Report on the matters specified in paragraph 3 of the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of section 143(11) of the Companies Act, 2013 ("the Act") as referred to in paragraph 1 of ''Report on Other Legal and Regulatory Requirements'' section

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

(b) The Company has physically verified these fixed assets as per its program of physical verification that covers every item of fixed assets over a period of three years except for certain building and vehicles situated in Pakistan (carrying value of Rs.1). No material discrepancies were noticed on such verification;

(c) The tide deeds of immovable properties are held in the name of the Company, as verified from the photocopies of original title deeds. The original title deeds are pledged with banks as security against term loans.

(ii) The physical verification of inventory has been conducted at reasonable intervals by the management. No material discrepancies were noticed on such physical verification;

(iii) The Company has not given any loan, secured or unsecured to Companies, firms, or other parties covered in the register maintained under section 189 of Companies Act, 2013. Accordingly, clauses (ui)(a), (ui)(b) and (ui)(c) of the Order is not applicable to the Company;

(iv) The Company has not granted any loan to Directors in terms of Section 185 of the Companies Act, 2013 (Act). Further, the Company has complied with the provisions of Section 186 of the Act in respect of loans, investments, guarantees and security made;

(v) As per information and explanation provided to us, the Company has not accepted any public deposits during the year. Further, we have not come across any such deposit(s) nor the management has reported any such deposit(s), therefore the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under are not applicable;

(vi) We have broadly reviewed the books and records required to be maintained as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and we are of the opinion diat prima facie, the prescribed accounts and records are being maintained;

(vii) (a) The Company is generally regular in depositing 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 to the appropriate authorities. There are no arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

(b) The particulars of dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax have not been deposited on account of any dispute are as under:

Name of Statute Duty/Tax Year Forum where dispute is pending Amount Amount (Rs.in lacs) (Rs.in lacs) As at As at 31st March, 16 31st March, 15

Central Excise Duty 1994-95 Hon''ble High Court, Allahabad 5.00 5.00 Excise Act

1994-96 Tribunal New Delhi 8.00 8.00

2002-10 CESTAT, New Delhi 8.58 53.25

2009-13 Joint Commissioner Central Excise, 14.92 14.98 Muzaffarnagar

2013-14 Joint Commissioner Central Excise, 2.90 3.00 Muzaffarnagar

Service Tax Service Tax 2004-06 CEST AT, New Delhi 6.00 6.00

2005-07 CEST AT, New Delhi 22.31 22.31

2008-09 CESTAT, New Delhi 8.36 8.36

2009-12 Commissioner Central Excise (Panchkula) 63.56 63.56

2011-12 Commissioner Central Excise (Panchkula) 61.28 61.28

2008-09 Commissioner, Central Excise (Vadodara) 60.31 60.31

2008-13 Commissioner Central Excise (Panchkula) 36.97 36.97

2011-12 Commissioner Central Excise (Panchkula) 25.56 25.56

2007-10 Commissioner Central Excise (Panchkula) 9.22 9.22

2008-09 Commissioner Central Excise (Panchkula) 9.69 9.69

2014-15 Commissioner Central Excise (Panchkula) 45.14 -

2011-12 Commissioner (Appeals) Delhi 0.17 -

Name of Statute Duty/Tax Year Forum where dispute is pending Amount Amount (Rs.in lacs) (Rs.in lacs) As at As at

31st March, 16 31st March, 15

Sales Tax Act Sales Tax 1993-94 Sales Tax Tribunal, Orissa 9.02 9.02

1995-96 Sales Tax Tribunal, Orissa 17.00 17.00

1996-97 Sales Tax Tribunal, Orissa 5.00 5.00

1992-93 Appellant Tribunal - West Bengal 90.00 90.00

1993-94 Appellant Tribunal - West Bengal 155.00 155.00

1971-73 Commissioner Sales Tax, Lucknow 6.00 6.00

1987-88 Dy Comm. of Commercial Taxes, Kolkata 4.00 4.00

1995-96 Dy Comm. of Commercial Taxes, Kolkata 34.00 34.00

1994-95 Commercial Tax Officer, Kolkata 61.00 61.00

2006-07 Dy Comm. Of Commercial Tax, Tamilnadu 0.82 0.82

2007-08 Dy Comm. Of Commercial Tax, Tamilnadu - 2.41

2008-09 Dy Comm. Of Commercial Tax, Tamilnadu - 0.58

2009-10 Joint Comm. of Commercial Taxes, Kolkata 4.72 4.72

2009-10 Joint Comm. of Commercial Taxes, Kolkata 9.51 9.51

2009-12 Additional commissioner of Central Excise-UP 76.05 -

2008-09 Additional commissioner of Central Excise-UP - 320.42

2008-09 Additional commissioner of Central Excise-UP 6.62 6.62

2015-16 Excise & Tax Officer, Punjab 7.44 -

Local Area Local area 2006-07 Hon''ble High Court of Punjab & Haryana 14.00 14.00 development tax Tax Act, 2002

Haryana State Water Cess 1992-93 Hon''ble Supreme Court of India 15.28 13.20 Pollution Control Law

Total 903.43 1140.79

(viii) The Company has not defaulted in repayment of loans or borrowing to a financial institution, bank or government. The Company has not issued any debentures;

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year. Term loans were applied for the purposes for which those are raised;

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

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

(xii) The Company is not a Nidhi Company, hence clause (xii) of the Order is not applicable to the Company;

(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) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under audit.

(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, clause (xv) of paragraph 3 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 S S Kothari Mehta & Co.

Chartered Accountants

Firm''s Registration No. 000756N



K K Tulshan

Place: Noida Partner

Date: 26th May, 2016 Membership No. 085033


Mar 31, 2016

We have audited the accompanying standalone financial statements of Isgec Heavy Engineering Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the 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 Section 143(11) of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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 21 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 A to the Independent Auditor''s Report to the members of Isgec Heavy Engineering Limited dated 26th May, 2016

Report on the matters specified in paragraph 3 of the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of section 143(11) of the Companies Act, 2013 ("the Act") as referred to in paragraph 1 of ''Report on Other Legal and Regulatory Requirements'' section

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

(b) The Company has physically verified these fixed assets as per its program of physical verification that covers every item of fixed assets over a period of three years except for certain building and vehicles situated in Pakistan (carrying value of Rs.1). No material discrepancies were noticed on such verification;

(c) The tide deeds of immovable properties are held in the name of the Company, as verified from the photocopies of original title deeds. The original title deeds are pledged with banks as security against term loans.

(ii) The physical verification of inventory has been conducted at reasonable intervals by the management. No material discrepancies were noticed on such physical verification;

(iii) The Company has not given any loan, secured or unsecured to Companies, firms, or other parties covered in the register maintained under section 189 of Companies Act, 2013. Accordingly, clauses (ui)(a), (ui)(b) and (ui)(c) of the Order is not applicable to the Company;

(iv) The Company has not granted any loan to Directors in terms of Section 185 of the Companies Act, 2013 (Act). Further, the Company has complied with the provisions of Section 186 of the Act in respect of loans, investments, guarantees and security made;

(v) As per information and explanation provided to us, the Company has not accepted any public deposits during the year. Further, we have not come across any such deposit(s) nor the management has reported any such deposit(s), therefore the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under are not applicable;

(vi) We have broadly reviewed the books and records required to be maintained as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and we are of the opinion diat prima facie, the prescribed accounts and records are being maintained;

(vii) (a) The Company is generally regular in depositing 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 to the appropriate authorities. There are no arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

(b) The particulars of dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax have not been deposited on account of any dispute are as under:

Name of Statute Duty/Tax Year Forum where dispute is pending Amount Amount (Rs.in lacs) (Rs.in lacs) As at As at 31st March, 16 31st March, 15

Central Excise Duty 1994-95 Hon''ble High Court, Allahabad 5.00 5.00 Excise Act

1994-96 Tribunal New Delhi 8.00 8.00

2002-10 CESTAT, New Delhi 8.58 53.25

2009-13 Joint Commissioner Central Excise, 14.92 14.98 Muzaffarnagar

2013-14 Joint Commissioner Central Excise, 2.90 3.00 Muzaffarnagar

Service Tax Service Tax 2004-06 CEST AT, New Delhi 6.00 6.00

2005-07 CEST AT, New Delhi 22.31 22.31

2008-09 CESTAT, New Delhi 8.36 8.36

2009-12 Commissioner Central Excise (Panchkula) 63.56 63.56

2011-12 Commissioner Central Excise (Panchkula) 61.28 61.28

2008-09 Commissioner, Central Excise (Vadodara) 60.31 60.31

2008-13 Commissioner Central Excise (Panchkula) 36.97 36.97

2011-12 Commissioner Central Excise (Panchkula) 25.56 25.56

2007-10 Commissioner Central Excise (Panchkula) 9.22 9.22

2008-09 Commissioner Central Excise (Panchkula) 9.69 9.69

2014-15 Commissioner Central Excise (Panchkula) 45.14 -

2011-12 Commissioner (Appeals) Delhi 0.17 -

Name of Statute Duty/Tax Year Forum where dispute is pending Amount Amount (Rs.in lacs) (Rs.in lacs) As at As at

31st March, 16 31st March, 15

Sales Tax Act Sales Tax 1993-94 Sales Tax Tribunal, Orissa 9.02 9.02

1995-96 Sales Tax Tribunal, Orissa 17.00 17.00

1996-97 Sales Tax Tribunal, Orissa 5.00 5.00

1992-93 Appellant Tribunal - West Bengal 90.00 90.00

1993-94 Appellant Tribunal - West Bengal 155.00 155.00

1971-73 Commissioner Sales Tax, Lucknow 6.00 6.00

1987-88 Dy Comm. of Commercial Taxes, Kolkata 4.00 4.00

1995-96 Dy Comm. of Commercial Taxes, Kolkata 34.00 34.00

1994-95 Commercial Tax Officer, Kolkata 61.00 61.00

2006-07 Dy Comm. Of Commercial Tax, Tamilnadu 0.82 0.82

2007-08 Dy Comm. Of Commercial Tax, Tamilnadu - 2.41

2008-09 Dy Comm. Of Commercial Tax, Tamilnadu - 0.58

2009-10 Joint Comm. of Commercial Taxes, Kolkata 4.72 4.72

2009-10 Joint Comm. of Commercial Taxes, Kolkata 9.51 9.51

2009-12 Additional commissioner of Central Excise-UP 76.05 -

2008-09 Additional commissioner of Central Excise-UP - 320.42

2008-09 Additional commissioner of Central Excise-UP 6.62 6.62

2015-16 Excise & Tax Officer, Punjab 7.44 -

Local Area Local area 2006-07 Hon''ble High Court of Punjab & Haryana 14.00 14.00 development tax Tax Act, 2002

Haryana State Water Cess 1992-93 Hon''ble Supreme Court of India 15.28 13.20 Pollution Control Law

Total 903.43 1140.79

(viii) The Company has not defaulted in repayment of loans or borrowing to a financial institution, bank or government. The Company has not issued any debentures;

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year. Term loans were applied for the purposes for which those are raised;

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

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

(xii) The Company is not a Nidhi Company, hence clause (xii) of the Order is not applicable to the Company;

(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) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under audit.

(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, clause (xv) of paragraph 3 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 S S Kothari Mehta & Co.

Chartered Accountants

Firm''s Registration No. 000756N



K K Tulshan

Place: Noida Partner

Date: 26th May, 2016 Membership No. 085033


Mar 31, 2016

We have audited the accompanying standalone financial statements of Isgec Heavy Engineering Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the 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 Section 143(11) of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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 21 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 A to the Independent Auditor''s Report to the members of Isgec Heavy Engineering Limited dated 26th May, 2016

Report on the matters specified in paragraph 3 of the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of section 143(11) of the Companies Act, 2013 ("the Act") as referred to in paragraph 1 of ''Report on Other Legal and Regulatory Requirements'' section

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

(b) The Company has physically verified these fixed assets as per its program of physical verification that covers every item of fixed assets over a period of three years except for certain building and vehicles situated in Pakistan (carrying value of Rs.1). No material discrepancies were noticed on such verification;

(c) The tide deeds of immovable properties are held in the name of the Company, as verified from the photocopies of original title deeds. The original title deeds are pledged with banks as security against term loans.

(ii) The physical verification of inventory has been conducted at reasonable intervals by the management. No material discrepancies were noticed on such physical verification;

(iii) The Company has not given any loan, secured or unsecured to Companies, firms, or other parties covered in the register maintained under section 189 of Companies Act, 2013. Accordingly, clauses (ui)(a), (ui)(b) and (ui)(c) of the Order is not applicable to the Company;

(iv) The Company has not granted any loan to Directors in terms of Section 185 of the Companies Act, 2013 (Act). Further, the Company has complied with the provisions of Section 186 of the Act in respect of loans, investments, guarantees and security made;

(v) As per information and explanation provided to us, the Company has not accepted any public deposits during the year. Further, we have not come across any such deposit(s) nor the management has reported any such deposit(s), therefore the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under are not applicable;

(vi) We have broadly reviewed the books and records required to be maintained as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and we are of the opinion diat prima facie, the prescribed accounts and records are being maintained;

(vii) (a) The Company is generally regular in depositing 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 to the appropriate authorities. There are no arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

(b) The particulars of dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax have not been deposited on account of any dispute are as under:

Name of Statute Duty/Tax Year Forum where dispute is pending Amount Amount (Rs.in lacs) (Rs.in lacs) As at As at 31st March, 16 31st March, 15

Central Excise Duty 1994-95 Hon''ble High Court, Allahabad 5.00 5.00 Excise Act

1994-96 Tribunal New Delhi 8.00 8.00

2002-10 CESTAT, New Delhi 8.58 53.25

2009-13 Joint Commissioner Central Excise, 14.92 14.98 Muzaffarnagar

2013-14 Joint Commissioner Central Excise, 2.90 3.00 Muzaffarnagar

Service Tax Service Tax 2004-06 CEST AT, New Delhi 6.00 6.00

2005-07 CEST AT, New Delhi 22.31 22.31

2008-09 CESTAT, New Delhi 8.36 8.36

2009-12 Commissioner Central Excise (Panchkula) 63.56 63.56

2011-12 Commissioner Central Excise (Panchkula) 61.28 61.28

2008-09 Commissioner, Central Excise (Vadodara) 60.31 60.31

2008-13 Commissioner Central Excise (Panchkula) 36.97 36.97

2011-12 Commissioner Central Excise (Panchkula) 25.56 25.56

2007-10 Commissioner Central Excise (Panchkula) 9.22 9.22

2008-09 Commissioner Central Excise (Panchkula) 9.69 9.69

2014-15 Commissioner Central Excise (Panchkula) 45.14 -

2011-12 Commissioner (Appeals) Delhi 0.17 -

Name of Statute Duty/Tax Year Forum where dispute is pending Amount Amount (Rs.in lacs) (Rs.in lacs) As at As at

31st March, 16 31st March, 15

Sales Tax Act Sales Tax 1993-94 Sales Tax Tribunal, Orissa 9.02 9.02

1995-96 Sales Tax Tribunal, Orissa 17.00 17.00

1996-97 Sales Tax Tribunal, Orissa 5.00 5.00

1992-93 Appellant Tribunal - West Bengal 90.00 90.00

1993-94 Appellant Tribunal - West Bengal 155.00 155.00

1971-73 Commissioner Sales Tax, Lucknow 6.00 6.00

1987-88 Dy Comm. of Commercial Taxes, Kolkata 4.00 4.00

1995-96 Dy Comm. of Commercial Taxes, Kolkata 34.00 34.00

1994-95 Commercial Tax Officer, Kolkata 61.00 61.00

2006-07 Dy Comm. Of Commercial Tax, Tamilnadu 0.82 0.82

2007-08 Dy Comm. Of Commercial Tax, Tamilnadu - 2.41

2008-09 Dy Comm. Of Commercial Tax, Tamilnadu - 0.58

2009-10 Joint Comm. of Commercial Taxes, Kolkata 4.72 4.72

2009-10 Joint Comm. of Commercial Taxes, Kolkata 9.51 9.51

2009-12 Additional commissioner of Central Excise-UP 76.05 -

2008-09 Additional commissioner of Central Excise-UP - 320.42

2008-09 Additional commissioner of Central Excise-UP 6.62 6.62

2015-16 Excise & Tax Officer, Punjab 7.44 -

Local Area Local area 2006-07 Hon''ble High Court of Punjab & Haryana 14.00 14.00 development tax Tax Act, 2002

Haryana State Water Cess 1992-93 Hon''ble Supreme Court of India 15.28 13.20 Pollution Control Law

Total 903.43 1140.79

(viii) The Company has not defaulted in repayment of loans or borrowing to a financial institution, bank or government. The Company has not issued any debentures;

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year. Term loans were applied for the purposes for which those are raised;

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

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

(xii) The Company is not a Nidhi Company, hence clause (xii) of the Order is not applicable to the Company;

(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) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under audit.

(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, clause (xv) of paragraph 3 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 S S Kothari Mehta & Co.

Chartered Accountants

Firm''s Registration No. 000756N



K K Tulshan

Place: Noida Partner

Date: 26th May, 2016 Membership No. 085033


Mar 31, 2016

We have audited the accompanying standalone financial statements of Isgec Heavy Engineering Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the 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 Section 143(11) of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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 21 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 A to the Independent Auditor''s Report to the members of Isgec Heavy Engineering Limited dated 26th May, 2016

Report on the matters specified in paragraph 3 of the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of section 143(11) of the Companies Act, 2013 ("the Act") as referred to in paragraph 1 of ''Report on Other Legal and Regulatory Requirements'' section

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

(b) The Company has physically verified these fixed assets as per its program of physical verification that covers every item of fixed assets over a period of three years except for certain building and vehicles situated in Pakistan (carrying value of Rs.1). No material discrepancies were noticed on such verification;

(c) The tide deeds of immovable properties are held in the name of the Company, as verified from the photocopies of original title deeds. The original title deeds are pledged with banks as security against term loans.

(ii) The physical verification of inventory has been conducted at reasonable intervals by the management. No material discrepancies were noticed on such physical verification;

(iii) The Company has not given any loan, secured or unsecured to Companies, firms, or other parties covered in the register maintained under section 189 of Companies Act, 2013. Accordingly, clauses (ui)(a), (ui)(b) and (ui)(c) of the Order is not applicable to the Company;

(iv) The Company has not granted any loan to Directors in terms of Section 185 of the Companies Act, 2013 (Act). Further, the Company has complied with the provisions of Section 186 of the Act in respect of loans, investments, guarantees and security made;

(v) As per information and explanation provided to us, the Company has not accepted any public deposits during the year. Further, we have not come across any such deposit(s) nor the management has reported any such deposit(s), therefore the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under are not applicable;

(vi) We have broadly reviewed the books and records required to be maintained as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and we are of the opinion diat prima facie, the prescribed accounts and records are being maintained;

(vii) (a) The Company is generally regular in depositing 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 to the appropriate authorities. There are no arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

(b) The particulars of dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax have not been deposited on account of any dispute are as under:

Name of Statute Duty/Tax Year Forum where dispute is pending Amount Amount (Rs.in lacs) (Rs.in lacs) As at As at 31st March, 16 31st March, 15

Central Excise Duty 1994-95 Hon''ble High Court, Allahabad 5.00 5.00 Excise Act

1994-96 Tribunal New Delhi 8.00 8.00

2002-10 CESTAT, New Delhi 8.58 53.25

2009-13 Joint Commissioner Central Excise, 14.92 14.98 Muzaffarnagar

2013-14 Joint Commissioner Central Excise, 2.90 3.00 Muzaffarnagar

Service Tax Service Tax 2004-06 CEST AT, New Delhi 6.00 6.00

2005-07 CEST AT, New Delhi 22.31 22.31

2008-09 CESTAT, New Delhi 8.36 8.36

2009-12 Commissioner Central Excise (Panchkula) 63.56 63.56

2011-12 Commissioner Central Excise (Panchkula) 61.28 61.28

2008-09 Commissioner, Central Excise (Vadodara) 60.31 60.31

2008-13 Commissioner Central Excise (Panchkula) 36.97 36.97

2011-12 Commissioner Central Excise (Panchkula) 25.56 25.56

2007-10 Commissioner Central Excise (Panchkula) 9.22 9.22

2008-09 Commissioner Central Excise (Panchkula) 9.69 9.69

2014-15 Commissioner Central Excise (Panchkula) 45.14 -

2011-12 Commissioner (Appeals) Delhi 0.17 -

Name of Statute Duty/Tax Year Forum where dispute is pending Amount Amount (Rs.in lacs) (Rs.in lacs) As at As at

31st March, 16 31st March, 15

Sales Tax Act Sales Tax 1993-94 Sales Tax Tribunal, Orissa 9.02 9.02

1995-96 Sales Tax Tribunal, Orissa 17.00 17.00

1996-97 Sales Tax Tribunal, Orissa 5.00 5.00

1992-93 Appellant Tribunal - West Bengal 90.00 90.00

1993-94 Appellant Tribunal - West Bengal 155.00 155.00

1971-73 Commissioner Sales Tax, Lucknow 6.00 6.00

1987-88 Dy Comm. of Commercial Taxes, Kolkata 4.00 4.00

1995-96 Dy Comm. of Commercial Taxes, Kolkata 34.00 34.00

1994-95 Commercial Tax Officer, Kolkata 61.00 61.00

2006-07 Dy Comm. Of Commercial Tax, Tamilnadu 0.82 0.82

2007-08 Dy Comm. Of Commercial Tax, Tamilnadu - 2.41

2008-09 Dy Comm. Of Commercial Tax, Tamilnadu - 0.58

2009-10 Joint Comm. of Commercial Taxes, Kolkata 4.72 4.72

2009-10 Joint Comm. of Commercial Taxes, Kolkata 9.51 9.51

2009-12 Additional commissioner of Central Excise-UP 76.05 -

2008-09 Additional commissioner of Central Excise-UP - 320.42

2008-09 Additional commissioner of Central Excise-UP 6.62 6.62

2015-16 Excise & Tax Officer, Punjab 7.44 -

Local Area Local area 2006-07 Hon''ble High Court of Punjab & Haryana 14.00 14.00 development tax Tax Act, 2002

Haryana State Water Cess 1992-93 Hon''ble Supreme Court of India 15.28 13.20 Pollution Control Law

Total 903.43 1140.79

(viii) The Company has not defaulted in repayment of loans or borrowing to a financial institution, bank or government. The Company has not issued any debentures;

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year. Term loans were applied for the purposes for which those are raised;

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

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

(xii) The Company is not a Nidhi Company, hence clause (xii) of the Order is not applicable to the Company;

(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) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under audit.

(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, clause (xv) of paragraph 3 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 S S Kothari Mehta & Co.

Chartered Accountants

Firm''s Registration No. 000756N



K K Tulshan

Place: Noida Partner

Date: 26th May, 2016 Membership No. 085033


Mar 31, 2016

We have audited the accompanying standalone financial statements of Isgec Heavy Engineering Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the 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 Section 143(11) of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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 21 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 A to the Independent Auditor''s Report to the members of Isgec Heavy Engineering Limited dated 26th May, 2016

Report on the matters specified in paragraph 3 of the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of section 143(11) of the Companies Act, 2013 ("the Act") as referred to in paragraph 1 of ''Report on Other Legal and Regulatory Requirements'' section

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

(b) The Company has physically verified these fixed assets as per its program of physical verification that covers every item of fixed assets over a period of three years except for certain building and vehicles situated in Pakistan (carrying value of Rs.1). No material discrepancies were noticed on such verification;

(c) The tide deeds of immovable properties are held in the name of the Company, as verified from the photocopies of original title deeds. The original title deeds are pledged with banks as security against term loans.

(ii) The physical verification of inventory has been conducted at reasonable intervals by the management. No material discrepancies were noticed on such physical verification;

(iii) The Company has not given any loan, secured or unsecured to Companies, firms, or other parties covered in the register maintained under section 189 of Companies Act, 2013. Accordingly, clauses (ui)(a), (ui)(b) and (ui)(c) of the Order is not applicable to the Company;

(iv) The Company has not granted any loan to Directors in terms of Section 185 of the Companies Act, 2013 (Act). Further, the Company has complied with the provisions of Section 186 of the Act in respect of loans, investments, guarantees and security made;

(v) As per information and explanation provided to us, the Company has not accepted any public deposits during the year. Further, we have not come across any such deposit(s) nor the management has reported any such deposit(s), therefore the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under are not applicable;

(vi) We have broadly reviewed the books and records required to be maintained as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and we are of the opinion diat prima facie, the prescribed accounts and records are being maintained;

(vii) (a) The Company is generally regular in depositing 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 to the appropriate authorities. There are no arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

(b) The particulars of dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax have not been deposited on account of any dispute are as under:

Name of Statute Duty/Tax Year Forum where dispute is pending Amount Amount (Rs.in lacs) (Rs.in lacs) As at As at 31st March, 16 31st March, 15

Central Excise Duty 1994-95 Hon''ble High Court, Allahabad 5.00 5.00 Excise Act

1994-96 Tribunal New Delhi 8.00 8.00

2002-10 CESTAT, New Delhi 8.58 53.25

2009-13 Joint Commissioner Central Excise, 14.92 14.98 Muzaffarnagar

2013-14 Joint Commissioner Central Excise, 2.90 3.00 Muzaffarnagar

Service Tax Service Tax 2004-06 CEST AT, New Delhi 6.00 6.00

2005-07 CEST AT, New Delhi 22.31 22.31

2008-09 CESTAT, New Delhi 8.36 8.36

2009-12 Commissioner Central Excise (Panchkula) 63.56 63.56

2011-12 Commissioner Central Excise (Panchkula) 61.28 61.28

2008-09 Commissioner, Central Excise (Vadodara) 60.31 60.31

2008-13 Commissioner Central Excise (Panchkula) 36.97 36.97

2011-12 Commissioner Central Excise (Panchkula) 25.56 25.56

2007-10 Commissioner Central Excise (Panchkula) 9.22 9.22

2008-09 Commissioner Central Excise (Panchkula) 9.69 9.69

2014-15 Commissioner Central Excise (Panchkula) 45.14 -

2011-12 Commissioner (Appeals) Delhi 0.17 -

Name of Statute Duty/Tax Year Forum where dispute is pending Amount Amount (Rs.in lacs) (Rs.in lacs) As at As at

31st March, 16 31st March, 15

Sales Tax Act Sales Tax 1993-94 Sales Tax Tribunal, Orissa 9.02 9.02

1995-96 Sales Tax Tribunal, Orissa 17.00 17.00

1996-97 Sales Tax Tribunal, Orissa 5.00 5.00

1992-93 Appellant Tribunal - West Bengal 90.00 90.00

1993-94 Appellant Tribunal - West Bengal 155.00 155.00

1971-73 Commissioner Sales Tax, Lucknow 6.00 6.00

1987-88 Dy Comm. of Commercial Taxes, Kolkata 4.00 4.00

1995-96 Dy Comm. of Commercial Taxes, Kolkata 34.00 34.00

1994-95 Commercial Tax Officer, Kolkata 61.00 61.00

2006-07 Dy Comm. Of Commercial Tax, Tamilnadu 0.82 0.82

2007-08 Dy Comm. Of Commercial Tax, Tamilnadu - 2.41

2008-09 Dy Comm. Of Commercial Tax, Tamilnadu - 0.58

2009-10 Joint Comm. of Commercial Taxes, Kolkata 4.72 4.72

2009-10 Joint Comm. of Commercial Taxes, Kolkata 9.51 9.51

2009-12 Additional commissioner of Central Excise-UP 76.05 -

2008-09 Additional commissioner of Central Excise-UP - 320.42

2008-09 Additional commissioner of Central Excise-UP 6.62 6.62

2015-16 Excise & Tax Officer, Punjab 7.44 -

Local Area Local area 2006-07 Hon''ble High Court of Punjab & Haryana 14.00 14.00 development tax Tax Act, 2002

Haryana State Water Cess 1992-93 Hon''ble Supreme Court of India 15.28 13.20 Pollution Control Law

Total 903.43 1140.79

(viii) The Company has not defaulted in repayment of loans or borrowing to a financial institution, bank or government. The Company has not issued any debentures;

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year. Term loans were applied for the purposes for which those are raised;

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

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

(xii) The Company is not a Nidhi Company, hence clause (xii) of the Order is not applicable to the Company;

(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) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under audit.

(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, clause (xv) of paragraph 3 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 S S Kothari Mehta & Co.

Chartered Accountants

Firm''s Registration No. 000756N



K K Tulshan

Place: Noida Partner

Date: 26th May, 2016 Membership No. 085033


Sep 30, 2013

1. Report on the Financial Statements

We have audited the attached financial statements of Isgec Heavy Engineering Limited ( ACI-the Company ACI-) which comprises the Balance Sheet as at 30 ACo- September, 2013 and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and Notes to the Financial Statements comprising of 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 now with effect from 12 ACo- September, 2013 section 133 of the Companies Act, 2013 as per notification dated 12th September, 2013 read with circular no. 16/2013 dated 18th September 2013 issued by Ministry of Corporate Affairs, Government of India. This responsibility includes the design, implementation, and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, 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 the material misstatement of the financial statements, whether due to error or fraud. 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 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 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 30th September, 2013 ADs-

ii) In the case of Statement of Profit and Loss, of the profit of the Company for the year ended on that date ADs- 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'') issued by the Central Government of India in terms 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 ADs-

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 ADs-

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 ADs-

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 ADs-

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 ADs-

e. On the basis of written representations received from the directors as on 30th September, 2013 and taken on record by the Board of Directors, none of the directors is disqualified as on 30 ACo- September, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956 ADs-

Annexure to Independent Auditor''s Report referred to in paragraph 1 on Other Legal and Regulatory Requirement of our report on the financial statement of even date,

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

(b) The fixed assets of the Company are physically verified during the year by the management in accordance with a program designed to cover all assets except for certain building and vehicles situated in Pakistan (carrying value - Re 1/-) and no material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

(c) In our opinion and according to the information and explanations given to us, no substantial part of fixed assets has been disposed-off by the Company.

2. (a) The inventory has been physically verified during the year by the management at reasonable intervals in respect of finished goods, stores, spare parts and raw material. Further, stock in the possession and custody of third parties and stock in transit as at 30th September, 2013 have been verified by the management with reference to confirmation or statement of accounts or correspondence of the third parties or subsequent receipt of goods. In our opinion, the frequency of such verification is reasonable.

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

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

3. (a) The Company had granted unsecured loan to its one subsidiary company listed in the register maintained under section 301 of the Companies Act, 1956. Apart from these loans, the Company has not granted any other loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year is Rs. 7660.27 Lacs and year end balance of such loans is NIL.

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

(c) In respect of the aforesaid loan, we are informed that these were repayable on demand. The parties were regular in payment of interest.

(d) In respect of the aforesaid loans, we are informed that there are no overdue amounts more than Rupees One Lakh as the loans stand completely squared up.

(e) The Company has taken unsecured loans of Rs. 29.36 lacs in the form of fixed deposits from its three Directors and one related party in earlier years and outstanding at the beginning of the year, the terms ACY- conditions of which are, prima facie, not prejudicial to the interest of the Company. Maximum amount outstanding during the year with respect to these loans was Rs.29.36 Lacs and the yearend balance of such loans is Rs. 0.66 Lacs, now due to one related party. There are no other loans, secured or unsecured, from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

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

(g) in respect of the aforesaid loans, there are no overdue amounts of principal and interest.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

(b) in our opinion and according to the information and explanations given to us, transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time where such market prices were made available.

6. The Company has accepted deposits from the public within the meaning of section 58A and 58AA of the Act and the rules framed there under. In our opinion and according to the information and explanations given to us, the provisions of section 58A and section 58AA or any other relevant provisions of the Companies Act, 1956 including the Companies (Acceptance of Deposit) Rules, 1975 have been compiled by the Company with respect to fixed deposits accepted from the public.

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

8. We have broadly reviewed the cost accounting records, maintained by the Company pursuant to the rules prescribed by the Central Government for the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Act and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We are, however, not required to make a detailed examination of such books and records.

9. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales - tax, wealth - tax, service - tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income-tax, sales - tax, wealth - tax, service - tax, customs duty, excise duty and cess which have not been deposited on account of any dispute except the following:

Name of Duty/Tax Year Forum where dispute is pending Total Statute (Rs. Lacs)

Central Excise Act Excise Duty 1994-95 Hon''ble High Court, Allahabad 5.00

1994-96 Tribunal New Delhi 8.00

2002-08 CESTAT, New Delhi 50.23

2007-11 CESTAT, New Delhi 7.10

Service Tax Service Tax 2004-06 CESTAT, New Delhi 6.00

2005-07 CESTAT, New Delhi 22.31

2008-09 CESTAT, New Delhi 8.36

2009-12 Assisstant Commissioner, YNR 63.56

2011-12 Commissioner Central Excise 61.28

2008-09 Commissioner, Central Excise (Vadodara) 60.31

Sales Tax Act Sales Tax 1993-94 Sales Tax Tribunal, Orissa 9.02

1995-96 Sales Tax Tribunal, Orissa 17.00

1996-97 Sales Tax Tribunal, Orissa 5.00

1992-93 Appellant Tribunal - West Bengal 90.00

1993-94 Appellant Tribunal - West Bengal 155.00

1971-73 Commissioner Sales Tax, Lucknow 6.00

1987-88 Dy Comm. of Commercial Taxes, Kolkata 4.00

1995-96 Dy Comm. of Commercial Taxes, Kolkata 34.00

1994-95 Commercial Tax Officer, Kolkata 61.00

2006-07 Dy Comm. Of Commercial Tax, Tamilnadu 0.82

2007-08 Adl.CTO Tamilnadu 2.41

2008-09 Adl.CTO Tamilnadu 0.58

2009-10 Dy Comm. of Commercial Taxes, Kolkata 14.23

2008-09 Joint Commissioner (Appeal), UP 13.76

2009-10 Sales Tax Tribunal Muzaffarnagar 257.85

Local Area Local area tax 2006-07 Hon''ble High Court of Punjab ACY- Haryana 10.00 development Tax Act , 2002

Haryana State Water Cess 1992-93 Hon''ble Supreme Court of India 13.20 Pollution Control Law

Total 986.02

10. There are no accumulated losses of the Company as at 30 September 2013. The Company has neither incurred cash losses in the financial year ended on that date or during the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to a financial institution or bank or debenture holder.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to the Company.

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

15. In our opinion and according to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions during the year.

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

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

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act during the year.

19. The Company has not issued any debentures during the year.

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

21. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of significant fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the management.

For S S Kothari Mehta ACY- Co.

Firm Registration Number: 000756N

Chartered Accountants

(K K Tulshan)

Place: Noida Partner

Date: 23 November, 2013 Membership Number: 085033


Sep 30, 2012

1. We have audited the attached balance sheet of Isgec Heavy Engineering Limited (formerly The Saraswati Industrial Syndicate Limited), as at 30th September, 2012, and also the statement of profit and loss and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and 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 by the Companies (Auditor's Report) (Amendment) Order, 2004) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we 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:

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

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

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

(iv) 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;

(v) On the basis of written representations received from the directors, as on 30th September, 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 30th September, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

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

a) In the case of the balance sheet, of the state of affairs of the Company as at 30th September, 2012;

b) In the case of the statement of profit and loss, of the profit for the year ended on that date; and;

c) In the case of the cash flow statement, of the cash flows for the year ended on that date.

Annexure to Auditors' Report referred to in paragraph 3 of the Auditors' Report of even date to the members of Isgec Heavy Engineering Limited on the financial statements for the year ended 30 September 2012

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

(b) The fixed assets of the Company are physically verified during the year by the management in accordance with a program designed to cover all assets except for certain building and vehicles situated in Pakistan (carrying value - Rs. 1/-) and no material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

(c ) In our opinion and according to the information and explanations given to us, no substantial part of fixed assets has not been disposed by the Company.

2. (a) The inventory has been physically verified during the year by the management at reasonable intervals in respect of finished goods, stores, spare parts and raw material. Further, stock in the possession and custody of third parties and stock in transit as at 30th September, 2012 have been verified by the management with reference to confirmation or statement of accounts or correspondence of the third parties or subsequent receipt of goods. In our opinion, the frequency of such verification is reasonable.

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

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

3. (a) The Company has granted unsecured loan to its two subsidiary companies listed in the register maintained under section 301 of the Companies Act, 1956. Apart from these loans, the Company has not granted any other loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year is Rs. 6892.52 Lacs and year end balances of such loans are Rs. 735.17 Lacs.

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

(c) In respect of the aforesaid loan, we are informed that these are repayable on demand. The parties are regular in payment of interest.

(d) In respect of the foresaid loan, we are informed that there is no overdue amount more than Rupees One Lakh.

(e) The Company has taken unsecured loans of Rs. 29.68 lacs in the form of fixed deposits from its three Directors and one related party in earlier years and outstanding at the beginning of the year, the terms & conditions of which are, prima facie, not prejudicial to the interest of the Company. Maximum amount outstanding during the year with respect to these loans was Rs. 29.68 Lacs and the year end balance of such loans is Rs. 29.36 Lacs, now due to three Directors and one related party. There are no other loans, secured or unsecured, from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

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

(g) in respect of the aforesaid loans, there are no overdue amounts of principal and interest.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

(b) in our opinion and according to the information and explanations given to us, transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time where such market prices were made available.

6. The Company has accepted deposits from the public within the meaning of section 58A and 58AA of the Act and the rules framed there under. In our opinion and according to the information and explanations given to us, the provisions of section 58A and section 58AA or any other relevant provisions of the Companies Act, 1956 including the Companies (Acceptance of Deposit) Rules, 1975 have been complied by the Company with respect to fixed deposits accepted from the public.

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

8. We have broadly reviewed the cost accounting records, maintained by the Company pursuant to the rules prescribed by the Central Government for the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Act and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We are, however, not required to make a detailed examination of such books and records.

9. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales - tax, wealth - tax, service - tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income-tax, sales - tax, wealth - tax, service - tax, customs duty, excise duty and cess which have not been deposited on account of any dispute except the following:

Name of Duty/Tax Year Forum where dispute is pending Total Statute (Rs. Lacs)

Central Excise Act Excise Duty 1994-95 Hon'ble High Court,Allahabad 5.00

1994-96 Tribunal New Delhi 8.00

2002-08 CESTAT, New Delhi 59.92

2003-05 Add. Dy. Commissioner, Yamuna Nagar 0.06

2009-10 Commissioner Appeal- Gurgaon 0.40

2007-11 CESTAT, New Delhi 49.04

Service Tax Service Tax 2004-06 CESTAT, New Delhi 6.00

2005-07 CESTAT, New Delhi 22.31

2008-10 CESTAT, New Delhi 6.92

2008-09 Commissioner (Appeals), New Delhi 8.36

2009-12 Assisstant Commissioner, YNR 63.56

2011-12 Commissioner Central Excise 61.28

2007-10 Commissioner (Appeals)- Gurgaon 0.34

Sales Tax Act Sales Tax 1993-94 Sales Tax Tribunal, Orissa 9.02

1995-96 Sales Tax Tribunal, Orissa 17.00

1996-97 Sales Tax Tribunal, Orissa 5.00

1996-2000 Assessing Authority (AO, Yamuna Nagar) 2.34

1992-93 Appelant Tribunal - West Bengal 90.00

1993-94 Appelant Tribunal - West Bengal 155.00

1971-73 Commissioner Sales Tax, Lucknow 6.00

2000-05 Sales Tax Tribunal, Yamuna Nagar 6.63

2005-06 Commissioner Appeals, Muzaffarnagar 3.00

1995-96 Addl. Commissioner of Appeals 3.60

1996-97 Addl. Commissioner of Appeals 7.60

1987-88 Dy Comm. of Commercial Taxes, Kolkata 4.00

1995-96 Dy Comm. of Commercial Taxes, Kolkata 34.00

1994-95 Commercial Tax Officer, Kolkata 61.00

2006-07 Commercial Tax Officer, Kolkata 0.82

2007-08 Adl.CTO Tamilnadu 2.41

2008-09 Adl.CTO Tamilnadu 0.58

2009-10 Dy Comm. of Commercial Taxes, Kolkata 14.23

2008-09 Joint Commissioner (Appeal), UP 13.76

2008-09 Assessing Authority (AO) 2.81

2008-09 Sales Tax Tribunal Muzaffarnagar 3.31

2008-09 Adl Commissioner, Saharanpur 2.48

Local Area Local area tax 2006-07 Hon'ble High Court of Punjab & Haryana 8.00 develop ment Tax Act ,2002

Haryana State Water Cess 1992-93 Hon'ble High Court of Haryana and Punjab 109.66 Pollution Control Law Entry Tax 2008-09 Sales Tax Tribunal Muzaffarnagar 0.75

Total 854.18

10. There are no accumulated losses of the Company as at 30 September 2012. The Company has neither incurred cash losses in the financial year ended on that date or during the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to the Company.

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

15. In our opinion and according to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions during the year (ISGEC COVEMA / Hitachi).

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

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

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act during the year.

19. The Company has not issued any debentures during the year.

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

21. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of significant fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For S S Kothari Mehta & Co.

Firm Registration Number: 000756N

Chartered Accountants

(K K Tulshan)

Place: Noida Partner

Date: 24th November 2012 Membership Number: 085033


Sep 30, 2010

We have audited the attached Balance Sheet of The Saraswati Industrial Syndicate Limited (the Company) as at 30th September, 2010 and also the Profit & Loss Account and the Cash Flow Statement (the Financial Statements) of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (AuditorsReport) Order, 2003 as amended by the Companies (AuditorsReport) (Amendment) Order, 2004 (Collectively the Order) issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the 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. In respect of the branches not visited by us, Management certified accounts have been forwarded to us for the purpose of our audit which have been appropriately dealt with.

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

d) In our opinion, the Balance Sheet, Profit & 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.

e) On the basis of written representations received from the directors as on 30th September, 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 30th September, 2010 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the Accounting policies and Notes thereon 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 Balance Sheet, of the state of affairs of the Company as at 30th September, 2010;

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

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

ANNEXURE TO AUDITORSREPORT (Annexure referred to in our report of even date)

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

(b) Verification of the fixed assets is being conducted based on a programme by the management designed to cover all assets over a period of three years except for the certain building and vehicle situated in Pakistan (written down value Rs. 1/-), which, in our opinion, is reasonable having regard to the size of the company and nature of its business. No major discrepancies were noticed as compared to book records and necessary adjustments have been carried out in the books of account.

(c) Fixed assets disposed off during the year were not substantial.

2. (a) The inventory has been physically verified during the year by the management at reasonable intervals in respect of finished goods, stores and spare parts and raw material. Further, stock in the possession and custody of third parties and stock in transit as at 30th September, 2010 have been verified by the management with reference to confirmation or statement of accounts or correspondence with third parties or subsequent receipt of goods. In our opinion, the frequency of such verification is reasonable.

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

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

3. (a) The company has taken unsecured loans of Rs. 56.50 lacs in the form of fixed deposits from its four Directors and one related party, the terms & conditions of which are, prima facie, not prejudicial to the interest of the company. Maximum amount outstanding during the year and year end balance of such loans are Rs. 56.50 Lacs. There are no other loans, secured or unsecured, from companies, firms or other parties listed in the register maintained under section 30 of the Companies Act, 1956.

(b) In respect of the above unsecured loans, the company is regular in repayment of the principal amount and interest due thereon as per the terms of the acceptance. There are no overdue amounts at the year end.

(c) The company has granted unsecured loan to its two subsidiary companies listed in the register maintained under section 30 of the Companies Act, 1956. Apart from these loans, the company has not granted any other loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under section 30 of the Companies Act, 1956.

(d) The maximum amount outstanding during the year is Rs. 8,343.60 Lacs and year end balances of such loans are Rs.1,539.35 Lacs. In our opinion, the rate of interest and other terms & conditions of such loan are prima facie, not prejudicial to the interest of the company.

(e) In respect of the aforesaid loans, the Companies were regular in payment of interest. We are explained that these loans are repayable on demand and, therefore, there are no overdue amounts at the year end.

4. In our opinion, and according to the information and explanations given to us during the course of audit, there are adequate internal control systems commensurate with size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books & records of the company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control systems.

5. (a) To the best of our knowledge and according to the information and explanations given to us, we are of opinion that particulars of contracts or arrangements that need to be entered into the register maintained under section 30 of the Companies Act, 1956 have been so entered.

(b) In our opinion, and according to the information and explanations given to us, the transactions with parties pursuant to the contracts or arrangements entered into in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the values of Rupees five lakhs in respect of each party have been entered into during the financial year, are at prices, which are reasonable, having regard to the prevailing market price at the relevant time where such market prices are available.

6. In our opinion and according to information and explanations given to us, the provisions of section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 including the Companies (Acceptance of Deposit) Rules, 1975 have been complied with in respect of fixed deposits accepted from the public.

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

8. We have broadly reviewed the Cost Accounting records, maintained by the Company pursuant to the Rules prescribed by the Central Government for the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Act and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We are, however, not required to make a detailed examination of such books and records.

9. (a) In our opinion and according to the information and explanations given to us, according to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales tax, Wealth-tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues, wherever applicable, have been regularly deposited with the appropriate authorities and there are no such undisputed statutory dues payable for a period of more than six months from the date they became payable as at 30th September, 2010.

(b) According to the information and explanations given to us and as per the books and records examined by us, there are no dues of Wealth Tax, Custom Duty, and Income Tax which have not been deposited on account of any dispute, except the following in respect of disputed Excise Duty, Sales Tax, Service Tax and Cess along with the forum where dispute is pending:

Name of the Nature of Period to Forum Where dispute is pending Amount Statute dues which cases (Rs. in pertain Lacs)

Central Exc ise Act, Excise Duty 1994-95 Honble High Court, Allahabad 8.00 1944 2002-08 CESTAT, New Delhi 59.92

2008-09 Commissioner (Appe al), Gurgaon 2.86

2008-09 Commissioner (Appe al), New Delhi 1.00

2005-10 Addl. Dy. Commiss ioner, Panchkula 10.94

2003-05 Addl. Dy. Commiss ioner, Yamuna Nagar 0.06

Finance Act, 1994 Service Tax 2004-06 CESTAT, New Delhi 6.00

2005-07 Commissioner (Appe al), Gurgaon 22.31

2008-09 Commissioner (Appe al), New Delhi 8.36

2009-10 Assistant Commissi oner, Yamuna Nagar 4.96

Sales Tax Act Sales Tax 2000-01 Honble High Court - Allahabad 6.26

2004-05 Sales Tax Tribunal, Muzaffarnagar 24.00

1993-97 Sales Tax Tribunal, Orissa 31.02

1996-00 Assessing Authority (AO, Yamuna Nagar) 5.23

1992-94 Appellant Tribunal, West Bengal 245.00

2000-05 Sales Tax Tribunal, Yamuna Nagar 6.63

1971-73 Commissioner Sales Tax, Lucknow 6.00

2005-06 Commissioner (Appe al), Muzaffarnagar 3.00

2005-06 Joint Commissioner (Appeal), Muzaffar nagar 10.27

1995-99 Adl. Commissioner of Appeals, Yamuna Nagar 23.25

1976-77 Honble High Court, Allahabad 0.15

1987-96 Dy Commissioner of Commercial Taxes, Kolkata 38.00

1994-95 Commercial Tax off icer,Kolkata 61.00

Local Area Local Area 2006-07 Honble High Court, Punjab & Haryana 6.00 Development Tax Tax Act,2002

Haryana State Water Cess 1992-93 Honble High Court, Punjab & Haryana 87.14 Pollution Control Law

10. There are no accumulated losses of the Company as at the end of the financial year. There are no cash losses during the financial year and in the immediately preceding financial year.

11. According to the information and explanations given to us and as per the books and records examined by us, the Company has not defaulted in repayment of dues to any financial institution or bank.

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

13. The Company does not fall within the category of Chit fund / Nidhi / Mutual Benefit fund / Society and hence the related reporting requirements of the Order are not applicable.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments and hence the related reporting requirements of the Order are not applicable.

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

16. In our opinion and according to the information and explanations given to us, the term loans raised during the year by the Company have been applied for the purpose for which the said loans were obtained, where the lenders have stipulated such end use.

17. According to the information and explanations given to us and as per the books and records examined by us, on an overall examination of the Balance Sheet of the company, the funds raised by the Company on short-term basis have not been applied for long-term investment.

18 The Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The company has not issued any secured debentures during the year nor are there any secured debentures outstanding at the year end.

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

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



for S. S. KOTHARI MEHTA & CO.

Chartered Accountants

Firm Regn. No. 000756N

( Arun K. Tulsian )

Place: New Delhi Partner

Dated: 27 November, 2010 Membership No. 89907


Sep 30, 2009

We have audited the attached Balance Sheet of The Saraswati Industrial Syndicate Limited as at 30th September, 2009 and also the Profit & Loss Account and the Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (Collectively the Order) issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the 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. In respect of the branches not visited by us, Management certified accounts have been forwarded to us for the purpose of our audit which have been appropriately dealt with.

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

d) In our opinion, the Balance Sheet, Profit & 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.

e) On the basis of written representations received from the directors as on 30th September, 2009 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 30th September, 2009 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the Accounting policies and Notes thereon 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 Balance Sheet, of the state of affairs of the Company as at 30th September, 2009;

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

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

ANNEXURE TO AUDITORSREPORT

(Annexure referred to in our report of even date)

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

(b) As per the programme, all the fixed assets have been physically verified by the management during the year except for the certain building and vehicle situated in Pakistan (written down value Rs. 1/-). No major discrepancies were noticed as compared to book records arid necessary adjustments have been carried out in the books of account. In our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of its assets.

(c) Fixed assets disposed off during the year were not substantial.

2. (a) As explained to us, physical verification has been conducted by the management at reasonable intervals in respect of finished goods, stores and spare parts and raw material. Further, stock in the possession and custody of third parties and stock in transit as at 30th September, 2009 have been verified by the management with reference to confirmation or statement of accounts or correspondence of the third parties or subsequent receipt of goods. In our opinion, the frequency of such verification is reasonable.

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

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

3. (a) The company has taken unsecured loans of Rs. 40.58 lacs in the form of fixed deposits from its four Directors and one party, the terms & conditions of which are, prima facie, not prejudicial to the interest of the company. Maximum amount outstanding during the year and year end balance of such loans are Rs. 40.58 Lacs. There are no other loans, secured or unsecured, from companies, firms or other parties listed in the register maintained under section 301 of the companies Act, 1956.

(b) In respect of the above unsecured loans, the company is regular in repayment of the principal amount and interest due thereon as per the terms of the acceptance. There are no overdue amounts at the year end.

(c) The company has granted unsecured loan to its two subsidiary companies listed in the register maintained under section 301 of the Companies Act, 1956. Apart from these loans, the company has not granted any other loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(d) The maximum amount outstanding during the year is Rs. 2190.72 Lacs and year end balances of such loans are Rs.1040.40 Lacs. In our opinion, the rate of interest and other terms & conditions of such loan are, prima facie, not prejudicial to the interest of the company.

(e) In respect of the aforesaid loans, the Companies were regular in payment of interest. We are explained that these loans are repayable on demand and, therefore, there are no overdue amounts at the year end.

4. In our opinion, and according to the information and explanations given to us during the course of audit, there are adequate internal control systems commensurate with size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books & records of the company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control systems.

5. (a) To the best of our knowledge and according to the information and explanations given to us, we are of opinion that transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions with parties, with whom transactions exceeding the values of Rupees Five Lacs in respect of each party have been entered into during the financial year, are at prices, which are reasonable, having regard to the prevailing market prices at the relevant time where such market prices are available.

6. In our opinion and according to information and explanations given to us, the provisions of section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 including the Companies (Acceptance of Deposit) Rules, 1975 have been complied with in respect of fixed deposits accepted from the public.

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

8. We have broadly reviewed the Cost Accounting records, maintained by the Company pursuant to the Rules prescribed by the Central Government for the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Act and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We are, however, not required to make a detailed examination of such books and records.

9. (a) In our opinion and according to the information and explanations given to us, according to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales tax, Wealth-tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues, wherever applicable, have been regularly deposited with the appropriate authorities and there are no such undisputed statutory dues payable for a period of more than six months from the date they became payable as at 30th September, 2009.

(b) According to the information and explanations given to us and as per the books and records examined by us, there are no dues of Wealth Tax and Income Tax which have not been deposited on account of any dispute, except the following in respect of disputed Excise duty, Sales tax, Service tax, Custom Duty, Cess and Entry tax along with the forum where dispute is pending:

Name of Statute Nature of dues Forum where dispute is pending Amount in (Rs in lacs)

Central Excise Act Excise Duty Honble High Court, Allahabad 8.00

Honble CESTAT, New Delhi 47.69

Commissioned Appeals),Gurgaon 21.27

Service Tax Commissioner (Appeals), Service Tax Meerut 6.00

Commissioner (Appeals), Gurgaon 22.31

Assessing Authority (AO), Yamunanagar 8.34

Sales Tax Act Sales Tax Honble High Court-Allahabad 6.26

Sales Tax Tribunal, Muzaffarnagar 24.00

Sales Tax Tribunal, Orissa 31.02

Sales Tax Tribunal 6.63

Appellate Authority Tribunal- West Bengal 245.00

Commissioner Sales Tax, Lucknow 6.00

Commissioner Appeals, Muzaffarnagar 3.00

Joint Commissioner (Appeals), Muzaffarnagar 1.09

Additional Comm. of Appeals 23.25

Dy Commissioner of Commercial Taxes 38.00

Sales Tax Authorities, Jabalpur 4.16

Commercial Tax Officer 61.00

Assessing Authority (AO) 2.49

Work Contract Tax Assessing Authority, Maharashtra 6.50

Haryana State Water Cess Honble Punjab & Haryana High Court 70.26 Pollution Control Law

10. There are no accumulated losses of the Company as at the end of the financial year. There are no cash losses during the financial year and in the immediately preceding financial year.

11. According to the information and explanations given to us and as per the books and records examined by us, the Company has not defaulted in repayment of dues to any financial institution or bank.

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

13. The Company does not fall within the category of Chit fund / Nidhi / Mutual Benefit fund / Society and hence the related reporting requirements of the Order are not applicable.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments and hence the related reporting requirements of the Order are not applicable.

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

16. In our opinion and according to the information and explanations given to us, the term loans raised during the year by the Company have been applied for the purpose for which the said loans were obtained, where the lenders have stipulated such end use.

17. According to the information and explanations given to us and as per the books and records examined by us, on an overall examination of the Balance Sheet of the company, the funds raised by the Company on short-term basis have not been applied for long-term investment.

18. The Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The company has not issued any secured debentures during the year nor are there any secured debentures outstanding at the year end.

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

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

For S. S. Kothari Mehta & Co. Chart ered Accountants

(Arun K. Tulsian) Partner Place: Noida Membership No. 089907

Dated: 29th December, 2009



 
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