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Auditor Report of Jai Corp Ltd.

Mar 31, 2015

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of 'JAI CORP LIMITED' ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, 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 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 the standalone financial statements based on our audit.

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

We conducted our audit in accordance with the Standards on Auditing specified under 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 standalone 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 standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the standalone financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2015 ("the said Order"), issued by the Central Government of India, in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure hereto, a statement on the matters specified in the paragraphs 3 and 4 of the said 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, 2015 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) 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 as referred to in Note 30 to the standalone financial statements.

ii. The Company does not have any long- term contracts including derivative contracts for which there were any material foreseeable losses.

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

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

(Annexure referred to in paragraph 1 under the heading "Report on other legal and regulatory requirements" of our report of even date to the members of Jai Corp Limited on the standalone financial statements for the year ended March 31, 2015)

i) In respect of its fixed assets:

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

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

ii) In respect of its inventories:

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

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

(c) On the basis of our examination of inventory records, we are of the opinion that the Company is maintaining proper records of inventory. As explained to us, no material discrepancies were noticed on physical verification of the inventories, as compared to book records maintained.

(iii) The Company has granted unsecured loans to one Company covered in the register maintained under section 189 of the Act. Maximum amount outstanding at any time during the year was Rs. 41,636.97 lacs and year- end balance was Rs. 41,286.42 lacs. In our opinion:- a. the receipts of principal amount and interest wherever due are regular. b. the loan given was not due for repayment; therefore the question of overdue amounts does not arise.

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventories and fixed assets and also for sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the aforesaid internal control system.

v) The Company has not accepted any deposits from the public and accordingly, the provisions of clause (v) of paragraph 3 of the said Order are not applicable to the Company.

vi) We are informed by the management that the Central Government has prescribed the maintenance of Cost Records under sub-section (1) of section 148 of the Act in respect of Steel Division. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion that prima- facie, the prescribed accounts and records have been made and maintained. We have not, however made a detailed examination of the records with a view to determine whether they are accurate and complete.

vii) (a) According to the records of the Company, the Company has generally been regular during the year in depositing undisputed statutory dues including Provident Fund, Employees' State Insurance, Income- Tax, Sales-Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value added Tax and Cess and other material statutory dues, as applicable to it, with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid dues were outstanding as at 31st March, 2015 for a period of more than six months from the date they became payable.

(b) The disputed statutory dues aggregating Rs. 1,596.02 lacs as at the balance sheet date, that have not been deposited on account of matters pending before appropriate authorities, are as under:

Name of the Nature of Amount Period to which the Statute the Dues (Rs. In Lacs)* amount relates

Income-tax Income Tax 170.45 AY 2003-04 to AY 2006-07 Act,1961 1357.55 AY 2008-09, 2009-10 and AY 2011-12

Bombay Sales Tax Sales Tax 0.07 2001-02 Act

Bombay Sales Tax Sales Tax 26.28 2000-01 & 2002-03 Act

Central Excise Act, Excise duty 8.29 2009-14 1944 33.38 2010-14

TOTAL 1,596.02

Name of the Statute Forum where dispute is pending

Income-tax Act, 1961 Assessing Officer

Commissioner of Income Tax (Appeal)

Bombay Sales Tax Act High Court

Bombay Sales Tax Act Maharashtra Sales Tax Tribunal

Central Excise Act, 1944 Additional Commissioner - Central Excise and Service Tax

Joint Commissioner -Central Excise and Service Tax

(*) Net of amount deposited under protest.

(c) According to the records of the Company, there are no amounts that are due to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 and rules made thereunder.

viii) The Company does not have accumulated losses at the end of the financial year. It has not incurred cash losses in the current and immediately preceding financial year.

ix) Based on our audit procedures and according to the information and explanations given by management, we are of the opinion that the Company has not defaulted in repayment of dues to banks. During the year, the Company did not have any loans from financial institutions or by way of debentures.

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

xi) To the best of our knowledge and belief and accordingly to the information and explanations given to us, no term loan has been raised during the year and accordingly the provisions of clause (xi) of paragraph 3 of the said Order are not applicable to the Company.

xii) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the standalone financial statements and as per the information and explanations given by the management, we report that no fraud by the Company and no material fraud on the Company has been noticed or reported during the course of our audit.

For Chaturvedi & Shah

Chartered Accountants

(Firm Registration No. 101720W)

R. Koria

Partner

Membership No.: 35629

Place : Mumbai

Date : 9th May, 2015


Mar 31, 2014

We have audited the accompanying financial statements of ''JAI CORP LIMITED'' ("the Company") which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial

statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d) In our opinion the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards notifed under the Companies Act, 1956 read with General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

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

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

(Annexure referred to in paragraph 1 under the heading "Report on other legal and regulatory requirements" of our report of even date to the members of Jai Corp Limited on the accounts for the year ended March 31, 2014)

i) In respect of its fixed assets:

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

(b) As explained to us, all fixed assets have been physically verifed during the year by management in accordance with a phased program of verifcation, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verifcation as compared to the book records.

(c) In our opinion and according to the information and explanations given to us, the Company has not disposed off substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

ii) In respect of its inventories:

(a) As explained to us, inventories have been physically verifed during the year by the management at reasonable intervals.

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

(c) On the basis of our examination of inventory records, we are of the opinion that the Company is maintaining proper records of inventory. As explained to us, no material discrepancies were noticed on physical verifcation of the inventories, as compared to book records maintained.

iii) In respect of loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under section 301 of the Act:

(a) The Company has granted unsecured loans to two of its wholly-owned subsidiary companies. The maximum amount outstanding at any time during the year was Rs. 40,425.85 lacs and the year-end balance is Rs. 40,423.67 lacs.

(b) In our opinion and according to the information and explanations given to us, the aforesaid loans are interest-free and other terms and conditions of such loans, are prima facie, not prejudicial to the interest of the Company.

(c) The loans given were not due for repayment at the year end.

(d) The loans given were not due for repayment, therefore the question of overdue amounts does not arise.

(e) The Company has not taken any loans during the year from companies, firms or other parties covered in the Register maintained under section 301 of the Act. Accordingly, the provisions of sub-clauses (e), (f) and (g) of clause (iii) of paragraph 4 of the said Order are not applicable to the Company.

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventories and fixed assets and also for sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the aforesaid internal control system.

v) (a) According to the information and explanations given to us, we are of the opinion that the transactions made in pursuance of contracts / arrangements that need to be entered in the register maintained under section 301 of the Act, have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made during the year in pursuance of such contracts or arrangements exceeding the value of Rupees five lakhs for each party, have been made at prices which are prima facie reasonable having regard to the prevailing market price at the relevant time, other than for certain transactions for sale and purchase of fixed assets for which alternative quotations are not available and hence upon which, we are unable to comment.

vi) The Company has not accepted any deposits from the public and accordingly, the provisions of clause (vi) of paragraph 4 of the said Order are not applicable to the Company.

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

viii) We are informed by the management that the Central Government has prescribed the maintenance of Cost Records pursuant to clause (d) of sub-section (1) of section 209 (as amended) of the Act. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion that prima- facie, the prescribed accounts and records have been made and maintained. We have not, however made a detailed examination of the records with a view to determine whether they are accurate and complete.

ix) (a) According to records of the Company examined by us, the Company has generally been regular during the year in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Investor Education and Protection Fund, Income-tax, Sales-tax, Wealth tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues as applicable with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31,2014 for a period of more than six months from the date they became payable.

(b) The disputed statutory dues aggregating Rs. 2,496.39 lacs as at the balance sheet date, that have not been deposited on account of matters pending before appropriate authorities, are as under:

Name of the Nature of Amount Period to which the amount Statute the Due Rs in Lacs relates

Income-tax Income Tax 165.14 2003-04 to 2004-05 Act,1961 2,149.98 2007-08 to 2011-12

Bombay Sales Tax Act Sales Tax 0.07 2001-02

Bombay Sales Tax Act Sales Tax 26.28 2000-01 & 2002-03

Central Excise Act, Excise duty 76.09 2004-05 to 2006-07 1944 & 2009-10 78.83 2005-06 & 2009-10

Total 2,496.39

Name of The Statute Forum where dispute is pending

Income-tax Act,1961 Assessing officer Commissioner of Income Tax (Appeal)

Bombay Sales Tax Act High Court

Bombay Sales Tax Act Maharashtra Sales Tax Tribunal

Central Excise Act, 1944 Central Excise and Service Tax Appellate Tribunal Commissioner (Appeals)

(*) Net of amount Rs. 239.74 Lacs deposited under protest.

x) The Company does not have accumulated losses at the end of the financial year. It has not incurred cash losses in the current and immediately preceding financial year.

xi) Based on our audit procedures and according to the information and explanations given by management, we are of the opinion that the Company has not defaulted in repayment of dues to banks. During the year, the Company did not have any loan from financial institutions or by way of debentures.

xii) In our opinion and according to the information and explanations given to us and based on the information available, the Company has maintained adequate documents and records in respect of loans and advances granted by it on the basis of pledge shares.

xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund /society, and accordingly the provisions of clause (xiii) of paragraph 4 of the said Order are not applicable to the Company.

xiv) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of transactions and contracts in respect of dealing in shares, securities, debentures and other investments and timely entries have been made therein. The shares, securities, debentures and other investments are held by the Company in its own name.

xv) 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.

xvi) To the best of our knowledge and belief and accordingly to the information and explanations given to us, no term loan has been raised during the year and accordingly the provisions of clause (xvi) of paragraph 4 of the said Order are not applicable to the Company.

xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at March 31, 2014, we report that prima facie, funds raised on short-term basis have not been utilized for long-term investment.

xviii) During the year, 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.

xix) The Company has not issued any debentures and accordingly the provisions of clause (xix) of paragraph 4 of the said Order are not applicable to the Company.

xx) During the year the Company has not raised any monies by way of public issue.

xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For CHATURVEDI & SHAH Chartered Accountants Firm Reg. No. – 101720W

R. Koria Partner Membership No. – 35629

Place : Mumbai Date : 8th May 2014


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying fnancial statements of ''Jai Corp Limited'' ("the Company") which comprise the Balance Sheet as at March 31, 2013, and the Statement of Proft and Loss and Cash Flow Statement for the year then ended, and a summary of signifcant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position, fnancial performance and cash fows of the Company in accordance with the accounting principles generally accepted in India, including Accounting Standards referred to in sub- section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the fnancial 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 fnancial 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 fnancial statements are free from material misstatement.

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

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

Opinion

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

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

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

(iii) in the case of the Cash Flow Statement, of the cash fows 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 (as amended) ("the Order"), issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Act, we give in the Annexure hereto, a statement on the matters specifed in the paragraphs 4 and 5 of the said Order.

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

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit except certain inventory records which have been destroyed due to the fre at a unit as mentioned in Note No.30 on the fnancial statements;

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

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

d) In our opinion, the Balance Sheet, Statement of Proft and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act;

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

Annexure referred to in paragraph 1 under the heading "Report on other legal and regulatory requirements" of our report of even date to the members of Jai Corp Limited on the accounts for the year ended March 31, 2013

i) In respect of its fxed assets:

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

(b) As explained to us, fxed assets at one location have been physically verifed during the year by management in accordance with a phased program of verifcation, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verifcation as compared to the book records.

(c) In our opinion and according to the information and explanations given to us, the Company has not disposed off substantial part of fxed assets during the year and the going concern status of the Company is not affected.

ii) In respect of its inventories:

(a) As explained to us, inventories have been physically verifed during the year by the management at reasonable intervals.

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

(c) On the basis of our examination of inventory records, we are of the opinion that the Company is maintaining proper records of inventory. As explained to us, no material discrepancies were noticed on physical verifcation of the inventories, as compared to book records maintained.

iii) In respect of loans, secured or unsecured, granted or taken by the Company to / from companies, frms or other parties covered in the register maintained under section 301 of the Act:

(a) The Company has granted unsecured loans to two of its wholly-owned subsidiary companies. The maximum amount outstanding at any time during the year was Rs. 39,394.37 lacs and the year-end balance is Rs. 39,398.47 lacs.

(b) In our opinion and according to the information and explanations given to us, the aforesaid loans are interest-free and others terms and conditions of such loans, are prima facie, not prejudicial to the interest of the Company.

(c) The loans given were not due for repayment at the year end.

(d) The loans given were not due for repayment, therefore the question of overdue amounts does not arise.

(e) The Company has not taken any loans during the year from companies, frms or other parties covered in the Register maintained under section 301 of the Act. Accordingly, the provisions of sub-clauses (e), (f) and (g) of clause (iii) of paragraph 4 of the said Order are not applicable to the Company.

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventories and fxed assets and also for sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the aforesaid internal control system.

v) (a) According to the information and explanations given to us, we are of the opinion that the transactions made in pursuance of contracts / arrangements that need to be entered in the register maintained under section 301 of the Act, have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made during the year in pursuance of such contracts or arrangements exceeding the value of Rupees fve lakhs for each party, have been made at prices which are prima facie reasonable having regard to the prevailing market price at the relevant time, other than for certain transactions for purchase of fxed assets, sale of goods and materials of specifc nature for which alternative quotations are not available and hence upon which, we are unable to comment.

vi) The Company has not accepted any deposits from the public and accordingly, the provisions of clause (vi) of paragraph 4 of the said Order are not applicable to the Company.

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

viii) We are informed by the management that the Central Government has prescribed the maintenance of Cost Records pursuant to clause (d) of sub-section (1) of section 209 (as amended) of the Act. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion that prima-facie, the prescribed accounts and records have been made and maintained. We have not, however made a detailed examination of the records with a view to determine whether they are accurate and complete.

ix) (a) According to records of the Company examined by us, the Company has generally been regular during the year in depositing

undisputed statutory dues including Provident Fund, Employees State Insurance, Investor Education and Protection Fund, Income- tax, Sales-tax, Wealth tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues as applicable with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2013 for a period of more than six months from the date they became payable.

(b) The disputed statutory dues aggregating Rs. 1,721.67 lacs as at the balance sheet date, that have not been deposited on account of matters pending before appropriate authorities, are as under:

Nature of Amount Period to which Name of the Statute the Dues (Rs. in Lacs) the amount relates

Income-tax Act,1961 Income 165.15* 2003-04 to 2004-05 Tax 1,332.19** 2007-08 to 2010-11

Bombay Sales Tax Act Sales Tax 0.07*** 2001-02

Bombay Sales Tax Act Sales Tax 26.28 2000-01 & 2002-03

Central Excise Act, Excise 75.00 2005-06

1944 duty 122.98**** 2004-05 to 2009-10

TOTAL 1,721.67

Name Forum where dispute is pending

Income-tax Act,1961 Income Tax Appellate Tribunal Commissioner of Income Tax (Appeal)

High Court

Bombay Sales Tax Act Maharashtra Sales Tax Tribunal

Commissioner (Appeals)

Central Excise and Service Tax Appellate Tribunal

(*) Net of amount Rs. 31.20 Lacs deposited under protest.

(**) Net of amount Rs. 100.00 Lacs deposited under protest.

(***) Net of amount Rs. 0.50 Lacs deposited under protest.

(****) Net of amount Rs. 23.04 Lacs deposited under protest.

x) The Company does not have accumulated losses at the end of the fnancial year. It has not incurred cash losses in the current and immediately preceding fnancial year.

xi) Based on our audit procedures and according to the information and explanations given by management, we are of the opinion that the Company has not defaulted in repayment of dues to banks. During the year, the Company did not have any loans from fnancial institutions or by way of debentures.

xii) Based on our examination of documents and records and according to information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual beneft fund / society, and accordingly the provisions of clause (xiii) of paragraph 4 of the said Order are not applicable to the Company.

xiv) In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures and others investment. The Company has maintained proper records of transactions and contracts in respect of shares and other securities and timely entries have been made therein. All shares and other investments have been held by the Company in its own name.

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

xvi) According to the information and explanations given to us, term loans outstanding during the year were prima facie applied for the purposes for which the loans were obtained.

xvii) On a review of utilization of funds based on an overall examination of the Balance Sheet of the Company as at March 31, 2013, we report that prima facie, funds raised on short-term basis have not been utilized for long-term investment.

xviii) During the year, 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.

xix) The Company has not issued any debentures and accordingly the provisions of clause (xix) of paragraph 4 of the said Order are not applicable to the Company.

xx) During the year the Company has not raised any monies by way of public issue.

xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the fnancial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Chaturvedi & Shah Chartered Accountants

Firm Registration No. 101720W

R. Koria

Partner

Membership No.: 35629

Place : Mumbai

Date : 8th May, 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of 'Jai Corp Limited' ('the Company') as at March 31, 2012, the Statement of Profit and Loss and also the Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with 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) (Order) issued by the Central Government of India in terms of sub- section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure hereto, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

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

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

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

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement 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 the written representations received from the Directors, as on March 31, 2012, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2012 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the 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 together with the Significant 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 the Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

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

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

(Referred to in paragraph 3 of our report of even date to the members of Jai Corp Limited on the accounts for the year ended March 31, 2012)

i) In respect of its fixed assets:

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

(b) As explained to us, fixed assets at certain locations have been physically verified during the year by management in accordance with a phased program of verification, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification as compared to the books records.

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

ii) In respect of its inventories:

(a) Inventories have been physically verified during the year by the management. In our opinion the programme of verification is reasonable.

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

(c) On the basis of our examination of inventory records, we are of the opinion that the Company is maintaining proper records of inventory. As explained to us, no material discrepancies were noticed on physical verification of the inventories, as compared to book records maintained.

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

(a) The Company has granted unsecured loans to two of its wholly-owned subsidiary companies. The maximum amount outstanding at any time during the year was Rs. 37,914.40 lacs and the year-end balance is Rs. 37,901.43 lacs.

(b) In our opinion and according to the information and explanations given to us, the aforesaid loans are interest-free and others terms and conditions of such loans, are prima facie, not prejudicial to the interest of the Company.

(c) The loans given were not due for repayment at the year end.

(d) The loans given were not due for repayment, therefore the question of overdue amounts does not arise.

(e) The Company has not taken any loans during the year from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of sub-clauses (e), (f) and (g) of clause (iii) of paragraph 4 of the said Order are not applicable to the Company.

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventories and fixed assets and also for sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the aforesaid internal control system.

v) (a) According to the information and explanations given to us, we are of the opinion that the transactions made in pursuance of contracts / arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956, have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made during the year in pursuance of such contracts or arrangements exceeding the value of Rupees five lakhs for each party, have been made at prices which are prima facie reasonable having regard to the prevailing market price at the relevant time, except for certain transactions for sale of goods and materials of specific nature for which alternative quotations are not available and hence upon which, we are unable to comment.

vi) The Company has not accepted any deposits from the public and accordingly, the provisions of clause (vi) of paragraph 4 of the said Order are not applicable to the Company.

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

viii) We are informed by the management that the Central Government has prescribed the maintenance of Cost Records pursuant to clause (d) of sub-section (1) of Section 209 (as amended) of the Companies Act, 1956. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion that prima-facie, the prescribed accounts and records have been made and maintained. We have not, however made a detailed examination of the records with a view to determine whether they are accurate and complete.

ix) (a) According to records of the Company examined by us, the Company has generally been regular during the year in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Investor Education and Protection Fund, Income-tax, Sales-tax, Wealth tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues as applicable with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31,2012 for a period of more than six months from the date they became payable.

(b) The disputed statutory dues aggregating Rs. 269.98 lacs as at the balance sheet date, that have not been deposited on account of matters pending before appropriate authorities, are as under:

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

Income-tax Income Tax 67.77* 2006-07 Commissioner of Income Tax Act,1961 43.04** 2008-09 (Appeal)

Bombay Sales Sales Tax 0.07*** 2001-02 High Court Tax Act

Bombay Sales Sales Tax 26.28 2000-01& 2002-03 Maharashtra Sales Tax Tribunal Tax Act

Central Excise Act, Excise duty 1.67 2006-07 Commissioner (Appeals) 1944 75.00 2005-06

53.49**** 1996-97 to 98 & 2004-05 to 2006- Central Excise and Service Tax 07 Appellate Tribunal

2.66 ***** 2008-09 & 2009-10 Assistant Commissioner

Total 269.98

(*) Net of amount Rs. 50.00 Lacs deposited under protest.

(**) Net of amount Rs. 50.00 Lacs deposited under protest.

(***) Net of amount Rs. 0.50 Lacs deposited under protest.

(****) Net of amount Rs. 1.23 Lacs deposited under protest.

(*****) Net of amount Rs. 1.23 Lacs deposited under protest.

x) The Company does not have accumulated losses at the end of the financial year. It has not incurred cash losses in the current and immediately preceding financial year.

xi) Based on our audit procedures and according to the information and explanations given by management, we are of the opinion that the Company has not defaulted in repayment of dues to banks. During the year, the Company did not have any loans from financial institutions or by way of debentures.

xii) Based on our examination of documents and records and according to information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debenture and other securities.

xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund /society, and hence the provisions of clause (xiii) of paragraph 4 of the said Order are not applicable to the Company.

xiv) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of transactions and contracts in respect of dealing in shares, securities, debentures and other investments and timely entries have been made therein. The shares, securities, debentures and other investments are held by the Company in its own name.

xv) 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.

xvi) According to the information and explanations given to us, term loans outstanding were prima facie applied for the purposes for which the loans were obtained.

xvii) On a review of utilization of funds based on an overall examination of the Balance Sheet of the Company as at March 31, 2012, we report that prima facie, funds raised on short-term basis have not been utilized for long-term investment.

xviii) During the year, 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.

xix) The Company has not issued any debentures and hence the provisions of clause (xix) of paragraph 4 of the said Order are not applicable to the Company.

xx) During the year the Company has not raised any monies by way of public issue.

xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Chaturvedi & Shah For S.R. Batliboi & Co.

Chartered Accountants Chartered Accountants

Firm Registration Number 101720W Firm Registration Number 301003E

R. Koria per Vijay Maniar

Partner Partner

Membership Number: 35629 Membership Number: 36738

Place: Mumbai Place: Mumbai

Date: 24th May 2012 Date: 24th May 2012


Mar 31, 2011

1. We have audited the attached Balance Sheet of 'JAI CORP LIMITED' ('the Company') as at 31st March, 2011, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 (as amended) issued by Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure hereto, a Statement on the matters specified in the paragraphs 4 and 5 of the said Order.

4. Furtherto our comments in the Annexure referred to in paragraph 3 above, we report that: -

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

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

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

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement referred to in 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 the written representations received from the Directors, as on 31s1 March 2011, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31s1 March, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

f) In our opinion, and to the best of our information and according to explanations given to us, the said accounts read together with the Significant Accounting Policies and other 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 the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011;

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

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

ANNEXURE TO AUDITORS' REPORT

(Referred to in paragraph 3 of our report of even date to the members of Jai Corp Limited on the accounts for the year ended 31st March, 2011) (i) In respect of its fixed assets:

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

(b) As explained to us, fixed assets at certain locations have been physically verified during the year by management in accordance with a phased program of verification over a two year period, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification as compared to the book records.

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

(ii) In respect of its inventories:

(a) Inventories have been physically verified during the year by the management. In our opinion the programme of verification is reasonable.

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

(c) On the basis of our examination of inventory records, we are of the opinion that the Company is maintaining proper records of inventory. As explained to us, no material discrepancies were noticed on physical verification of the inventories, as compared to book records maintained.

(iii) In respect of loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956: -

(a) The Company has granted unsecured loans to two wholly-owned subsidiary companies. The maximum amount outstanding at any time during the year was Rs. 37,113.19 lacs and the year-end balance was Rs. 37,101.68 lacs.

(b) In our opinion and according to the information and explanations given to us, the aforesaid loans are interest-free and others terms and conditions of such loans, are prima facie, not prejudicial to the interest of the company.

(c) The loans given were not due for repayment at year-end.

(d) The loans given were not due for repayment, therefore the question of overdue amounts does not arise.

(e) The Company has not taken any loans during the year from companies, firms or other parties covered in the Register maintained under section 301 of the Companies Act, 1956. Consequently, the provisions of sub-clauses (e), (f) and (g) of clause (iii) of paragraph 4 of the said Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventories and fixed assets and also for sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) (a) According to the information and explanations given to us, we are of the 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 made during the year in pursuance of such contracts or arrangements exceeding the value of Rupees five lakhs for each party, have been made at prices which are prima facie reasonable having regard to the prevailing market price at the relevant time, except for certain transactions for sale of goods and materials of specific nature for which alternative quotations are not available and hence upon which, we are unable to comment.

(vi) The Company has not accepted any deposits from the public and accordingly, the provisions of clause (vi) of paragraph 4 of the said Order are not applicable to the Company.

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

(viii) We are informed by the management that the Central Government has prescribed the maintenance of Cost Records pursuant to clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956, in respect of one of the products of the Company. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate and complete.

(ix) (a) According to records of the Company examined by us, the Company has generally been regular during the year in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Investor Education and Protection Fund, Income-tax, Sales-tax, Wealth tax, Service tax, Custom Duty, Excise Duty, Cess and other material statutory dues as applicable with the appropriate authorities . According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2011 for a period of more than six months from the date they became payable;

Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the Company in depositing the same,

(b) The disputed statutory dues aggregating Rs. 622.47 lacs as at the balance sheet date, that have not been deposited on account of matters pending before appropriate authorities, are as under:

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

Income-tax Act,1961 Income Tax 461.92* 2002-03 to 2008-09 Commissioner of Income Tax (Appeals)

Bombay Sales Tax Act Sales Tax 0.06** 2001-02 High Court

Bombay Sales Tax Act Sales Tax 26.28 2000-01 & 2002-03 Maharashtra Sales Tax Tribunal

Central Excise Act, 1944 Excise duty 75.00 2005-06 Commissioner (Appeals)

2.38 2010-11

44.67*** 1996-97 to 98 & Central Excise and Service Tax Appellate 2004-05 & 2006-07 Tribunal

0.56 2006-07 Deputy Commissioner

11.60 2004-05 to 06 & Assistant Commissioner 2009-10

Total 622.47

* Net of amount Rs. 16 Lacs deposited under protest

** Net of amount of Rs 0.50Lacs deposited under protest

*** Net of amount of Rs 1.23 Lacs deposited under protest

(x) The Company does not have accumulated losses at the end of the financial year. It has not incurred cash losses in the current and immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks. During the year, the Company did not have any loans from financial institutions or by way of debentures.

(xii) Based on our examination of documents and records and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debenture and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund /society, and hence the provisions of clause (xiii) of paragraph 4 of the said Order are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of transactions and contracts in respect of dealing in shares, securities, debentures and other investments and timely entries have been made therein. The shares, securities, debentures and other investments are held by the Company in its own name.

(xv) 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.

(xvi) According to the information and explanations given to us, term loans outstanding were prima facie applied for the purposes forwhich the loans were obtained.

(xvii) On a review of utilization of funds based on an overall examination of the Balance Sheet of the Company as at 31st March, 2011, we report that prima facie, funds raised on short-term basis have not been utilized for long-term investment.

(xviii) During the year, 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.

(xix) The Company has not issued any debentures and hence provisions of clause (xix) of paragraph 4 of the said Order are not applicable to the Company.

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

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as perthe information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For CHATURVEDI & SHAH For S.R. BATLIBOI & Co.

(Firm Registration No. 101720W) (Firm Registration No.301003E)

Chartered Accountants Chartered Accountants

R. Koria per Vijay Maniar

Partner Partner

Membership No.: 35629 Membership No.: 36738

Place: Mumbai

Date: 26th May 2011














Mar 31, 2010

We have audited the attached Balance Sheet of JAI CORP LIMITED (the Company) as at 31st March, 2010, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

2. 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 purposes of our audit;

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

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

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement referred to in 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 the written representations received from the Directors, as on 31st March 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

f) In our opinion, and to the best of our information and according to explanations given to us, the said accounts read together with the Significant Accounting Policies and other 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 the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

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

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

ANNEXURE TO AUDITORS REPORT (Referred to in paragraph 1 of our report of even date to the members of Jai Corp Limited on the accounts for the year ended 31st March, 2010)

(i) In respect of its fixed assets:

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

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

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

(ii) In respect of its inventories:

(a) Inventories have been physically verified during the year by the management. In our opinion the programme of verification is reasonable.

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

(c) On the basis of our examination of inventory records, we are of the opinion that the Company is maintaining proper records of inventory. As explained to us, no material discrepancies were noticed on physical verification of the inventories, as compared to book records maintained.

(iii) In respect of loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956: -

(a) The Company has granted unsecured loans to two wholly-owned subsidiary companies of it. The maximum amount outstanding at any time during the year was Rs. 405,10.44 lacs and the year-end balance was Rs. 359,89.45 lacs.

(b) In our opinion and according to the information and explanations given to us, the aforesaid loan is interest free and others terms and conditions of such loans are, prima facie not prejudicial to the interest of the Company.

(c) The loans given were not due for repayment at year end.

(d) The loans given were not due for repayment, therefore the question of overdue amounts does not arise.

(e) The Company has not taken any loans during the year from companies, firms or other parties covered in the Register maintained under section 301 of the Companies Act, 1956. Consequently, the provisions of sub clauses (e), (f) and (g) of paragraph 4 of the said Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventories and fixed assets and also for sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) (a) According to the information and explanations given to us, we are of the 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 made during the year in pursuance of such contracts or arrangements exceeding value of Rupees five lakhs for each party, have been made at prices which are prima facie reasonable having regard to the prevailing market price at the relevant time, except for certain transactions for purchase and sale of goods and materials of specific nature for which alternative quotations are not available and hence upon which, we are unable to comment.

(vi) The Company has not accepted any deposits from the public and accordingly, the provisions of clause (vi) of paragraph 4 of the said Order are not applicable to the Company.

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

(viii) We are informed by the management that the Central Government has prescribed the maintenance of Cost Records pursuant to clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956, in respect of one of the products of the Company. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate and complete.

(ix) (a) According to records of the Company examined by us, the Company has generally been regular during the year in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Investor Education and Protection Fund, Income-tax, Sales-tax, Wealth tax, Service tax, Custom Duty, Excise Duty, Cess and other material statutory dues as applicable with the appropriate authorities . Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, we are not in a and explanations given to us, the Company has maintained proper records of transactions and contracts in respect of dealing in shares and other investments and timely entries have been made therein. The investments are held by the Company in its own name.

(xv) 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.

(xvi) According to the information and explanations

Name of the Statute Nature of the Amount Period to which the Dues (Rs. in Lacs) amount relates

Bombay Sales Tax Act Sales Tax 0.06 2001-02

Bombay Sales Tax Act Sales Tax 26.28* 2000-01&2002-03

Central Excise Act, 1944 Excise duty 75.00 2005-06

0.42 2008-09

8.08* 2003-04 to 2005-06

4.40 2009-10

Total 114.24



Name of the Statue Forum where dispute is pending

Bombay Sales Tax Act High Court

Bombay Sales Tax Act Maharashtra Sales Tax Tribunal

Central Excise Act, 1944 Commissioner (Appeals)

Central Excise and Service Tax Appellate Tribunal

Assistant Commissioner

Total

(*) Net of amount Rs. 5.50 Lacs deposited under protest.

position to comment upon the regularity or otherwise of the Company in depositing the same.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31,2010 for a period of more than six months from the date they became payable;

(c) The disputed statutory dues aggregating Rs. 114.24 lacs as at 31.03.10, that have not been deposited on account of matters pending before appropriate authorities, are as under:

(x) The Company does not have accumulated losses at the end of the financial year. It has not incurred any cash losses in the current financial year and in the immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to banks. During the year, the Company did not have any loans from fnancial institutions or by way of debentures.

(xii) According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debenture and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund /society, and hence the provisions of clause (xiii) of paragraph 4 of the said Order are not applicable to the Company.

(xiv) In our opinion and according to the information given to us, term loans were prima facie applied for the purposes for which the loans were obtained.

(xvii) On a review of utilization of funds based on an overall examination of the Balance Sheet of the Company as at 31st March, 2010, we report that prima facie, funds raised on short-term basis have not been utilized for long-term investment.

(xviii) During the year, 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.

(xix) The Company has not issued any debentures and hence provisions of clause (xix) of paragraph 4 of the said Order are not applicable to the Company.

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

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For CHATURVEDI & SHAH For S.R. BATLIBOI & Co.

Firm Registration No. 101720W Firm Registration No.301003E

Chartered Accountants Chartered Accountants

R. Koria per Vijay Maniar

Partner Partner

Membership No.: 35629 Membership No.: 36738

Place: Mumbai Place: Mumbai

Date: 25th May 2010 Date: 25th May 2010

 
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