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Auditor Report of Jamna Auto Industries Ltd.

Mar 31, 2016

We have audited the accompanying standalone financial statements of Jamna Auto Industries Limited ("the Company"), which comprise
the Balance Sheet as at March 31, 2016, 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

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 fows of the Company in accordance with 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 the
design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements
that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into
account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the
audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the
Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act.
Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.
The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial
control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit
procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the
overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the standalone financial
statements give the information required by the Act in the manner so required and give a true and fair view in conformity with
the accounting principles generally accepted in India of the state of affairs of the Company as at March 31, 2016, its Profit,
and its 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, 2016 ("the Order") issued by the Central Government of India in terms
of sub-section (11) of section 143 of the Act, we give in the Annexure 1 a statement on the matters specified in paragraphs 3 and
4 of the Order.

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

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

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

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

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

(e) On the basis of written representations received from the directors as on March 31, 2016, and taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 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 2" to this report;

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit
and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer
Note 28 to the financial statements;

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

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


Re: Jamna Auto Industries Limited (''the Company'')

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

b. All fixed assets have not been physically verified by the management during the year but there is a regular programme of
verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No
material discrepancies were noticed on such verification.

c. According to the information and explanations given by the management the title deeds of immovable properties amounting to
Rs. 8,417,505 included in fixed assets have been given as security (mortgage and charge) against the financing facility taken
from banks and we have been explained that the original title deeds are kept as security with the trustee appointed by bankers.
Similarly, title deeds of immovable properties amounting to Rs. 225,122,029 included in fixed assets are kept with Kotak Mahindra
Bank and State Bank of India as security (mortgage and charge) against the financing facility provided by it. Therefore, these
title deeds could not be made available to us for verification however, the same has been confirmed by the trustee/banks.
Accordingly, based on the information and explanation given to us by the management and confirmation received from trustee/banks
we report that the title deeds of immovable properties included in property, plant and equipment/ fixed assets are held in the
name of the Company.

ii. a. The inventory has been physically verified by the management during the year. In our opinion, the frequency of
verification is reasonable. No material discrepancies were noticed on such physical verification. Inventories lying with third
parties have been confirmed by them as at March 31, 2016 and no material discrepancies were noticed in respect of such
confirmations.

iii. a. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured
to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the
Companies Act, 2013. Accordingly, the provisions of clause 3(iii) (a), (b) and (c) of the Order are not applicable to the Company
and hence not commented upon.

iv. In our opinion and according to the information and explanations given to us, there are no loans, investments, guarantees,
and securities granted in respect of which provisions of section 185 and 186 of the Companies Act 2013 are applicable and hence
not commented upon.

v. The Company has not accepted any deposits from the public.

vi. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government
for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to the manufacture of spring leaves
and lift axle, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have
not, however, made a detailed examination of the same.

vii. a. The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund,
employees'' state insurance, income- tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, value added tax, cess and
other material statutory dues applicable to it.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund,
employees'' state insurance, income- tax, service tax, sales-tax, duty of custom, duty of excise, value added tax, cess and other
material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became
payable.

c. According to the records of the Company, the dues outstanding of income-tax, sales-tax, , service tax, duty of custom, duty
of excise ,value added tax and cess on account of any dispute, are as follows:


Name of Statute Nature of Forum where
dispute is
pending Amount Period to which
dispute (Rs. in
lacs) it pertains

Finance
act 1994,
(Service tax) Service Tax CESTAT,
New Delhi 51.50 2008-2009

Finance
act 1994,
(Service tax) Service Tax Assistant
Commissioner
Customs 7.46 2009-10 to
& Central
Excise,
Gwalior 2012-13

Finance
act 1994,
(Service tax) Service Tax CESTAT,
New Delhi 40.24 2009-2010

Madhya
Pradesh
sales tax
act 1958 Entry Tax MP
Commercial
Tax Applet
Board, 11.78 2001-2002

Bhopal
Madhya
Pradesh
sales tax
act 1958 Entry Tax MP
Commercial
Tax Applet
Board, 5.81 2008-2009

Bhopal
Madhya
Pradesh
sales tax
act 1958 Entry Tax High Court,
Gwalior 45.83 2006-2007

Finance
act 1994,
(Service
tax) Service Tax Additional
commissioner
Customs 20.63 2005-06 to
& Central
Excise,
Gwalior 2009-10

Tamil Nadu
Value Added
Tax CST Sales Tax
Appellate
Tribunal, 8.01 2003-2004
Chennai
Bench
The Central
Excise
act, 1944 Excise Act High Court,
Gwalior 7.47 1997-1998

Finance
act 1994,
(Service
tax) Service Tax Commissioner
Appeal,
Delhi 3.17 2010-2011

Finance
act 1994,
(Service
tax) Service Tax Commis
sioner
Appeal,
Delhi 2.62 2005-2006 to

2009-2010
The
Central
Excise
act, 1944 Excise Act Assistant
Commis
sioner,
Central 2.26 2009-2010 to
Excise,
Gwalior 2011-2012

Madhya
pradesh
sales tax
act 1958 VAT Commis
sioner,
Commercial
Tax, 0.25 1999-2000
Gwalior
The
Central
Excise
act, 1944 Excise Act Deputy
Commis
sioner,
Centra 1.92 2009-2010
Excise,
Chennai

Madhya
pradesh
sales tax
act 1958 Nikaykar MP
Commercial
Tax Applet
Board, 0.65 1997-1998
Bhopal
The
Central
Excise
act, 1944 Service Tax Assistant
Commis
sioner,
Central 5.51 2005-06 and

Excise,
Chennai 2006-07

The
Central
Excise
act, 1944 Service Tax Commissioner
(Appeal),
Central 9.20 2009-10 and
Excise,
New Delhi 2011-12

The
Employees
Provident
Fund and Provident
fund EPF,
Appellate
Tribunal,
Chennai 6.71

Miscel
laneous
Provisions
Act, 1952

Madhya
pradesh
sales tax
act 1958 VAT High Court,
Gwalior 477.54 2006-07

Jharkhand
Value
Added Tax VAT Commis
sioner
(Appeal), 21.39 2009-10 to
Commercial
Tax Amount 2011-12
involved
has been
paid
under
protest

The Income
Tax Act
1961 Alleged
diversion Commissioner
of Tax
(Appeals) 372.45 2011-12
of Profit to
subsidiary
The Income
Tax Act
1961 Alleged Commis
sioner of
Tax
(Appeals) 870.43 2008-09
unaccounted
income
The Income
Tax Act
1961 Disallo
wances of
Commissio
ner of Tax
(Appeals) 45.87 2007-08 and
certain
expenses 2008-09

The Income
Tax Act
1961 Disallo
wances Commissio
ner of Tax
(Appeals) 35.03 2009-10 and
of inte
rest and Panchkula 2012-13

other
expenses

The Income
Tax Act
1961 Disallo
wances Commissio
ner of Tax
(Appeals) 8.05 2011-12
of inte
rest and
other
expenses


viii. In our opinion and according to the information and explanations given by the management, the Company has not defaulted in
repayment of dues to a financial institution or bank and repayment in the nature of loan to Government in the nature of sales tax
loan.

ix. According to the information and explanations given by the management, the Company has not raised any money way of initial
public offer / further public offer / debt instruments) and term loans hence, reporting under clause (ix) is not applicable to
the Company and hence not commented upon.

x. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and
according to the information and explanations given by the management, we report that no fraud by the company or no fraud
/material fraud on the company by the Officers and employees of the Company has been noticed or reported during the year.

xi. According to the information and explanations given by the management, the managerial remuneration has been paid / provided
in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act,
2013.

xii. In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not
applicable to the Company and hence not commented upon.

xiii. According to the information and explanations given by the management, transactions with the related parties are in
compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to
the financial statements, as required by the applicable accounting standards.

xiv. According to the information and explanations given to us and on an overall examination of the balance sheet, the company
has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
under review and hence, reporting requirements under clause 3(xiv) are not applicable to the company and, not commented upon.

xv. According to the information and explanations given by the management, the Company has not entered into any non-cash
transactions with directors or persons connected with him as referred to in section 192 of Companies Act , 2013.

xvi. According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act,
1934 are not applicable to the Company.


We have audited the internal financial controls over financial reporting of Jamna Auto Industries Limited ("the Company") as of
March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that
date.

Management''s Responsibility for Internal Financial Controls

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

Auditor''s Responsibility

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

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

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

Meaning of internal Financial Controls Over Financial Reporting

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

inherent Limitations of internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial
reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on
the internal control over financial reporting criteria established by the Company considering the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the
Institute of Chartered Accountants of India.

For S.R. Batliboi & Co. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E/E300005

per Vikas Mehra

Partner

Membership Number: 94421

Place of Signature: Gurgaon

Date: May 20, 2016


Mar 31, 2015

We have audited the accompanying standalone financial statements of Jamna Auto Industries Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, 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

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 fows of the Company in accordance with 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 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 the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015, its profit and its cash 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, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

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

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

(f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements–Refer Note 28 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 were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Re: Jamna Auto Industries Limited ('the Company')

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

b. All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Discrepancies noted during the year were material and these have been properly dealt with in the books of accounts.

ii. a. The management has conducted physical verification of inventory at reasonable intervals during the year.

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

c. The Company is maintaining proper records of inventory. Some discrepancies noted on physical verification of inventories which were material, and have been properly dealt with in the books of account.

iii. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, forms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii)(a) and (b) of the Order are not applicable to the Company and hence not commented upon.

iv. In our opinion and according to the information and explanations given to us and having regard to the explanation that purchases of items of inventories and certain fixed assets are of proprietary nature for which alternative sources are not available to obtain comparable quotations, 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. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the Company in respect of these areas.

v. The Company has not accepted any deposits from the public.

vi. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to the manufacture of spring leafs and lift axle, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

vii. a. The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees' state insurance, income- tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues applicable to it.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees' state insurance, income- tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, value added tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

c. According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, value added tax and cess on account of any dispute, are as follows:

Name of Statute Nature of Forum where dispute is pending disputed dues

Finance Act 1994, (Service tax) Service Tax CESTAT, New Delhi

The Customs Act, 1962 Custom duty CESTAT, New Delhi

Madhya Pradesh Sales Tax Act 1958 Entry Tax/ MP Commercial Tax Appellate

Sales Tax Board, Bhopal

Madhya Pradesh Sales Tax Act 1958 Entry Tax/ MP Commercial Tax Appellate

Sales Tax Board, Bhopal

Madhya Pradesh Sales Tax Act 1958 Entry Tax High Court, Gwalior



Name of Statute Amount Period to which (Rs. in lacs) it pertains

Financial Act 1994 51.50 2008-2009 (Service tax)

The Customs ACT 1962 40.24 2009-2010

Madhya Pradesh 11.78 2001-2002 sales Tax Act 1958

Madhya Pradesh 5.81 2008-2009 sales tax Act 1958

Madhya Pradesh 45.83 2006-2007 sales Tax ACT,1958

Name of Statute Nature of Forum where dispute is pending disputed dues

Finance Act 1994, (Service tax) Service Tax Assistant Commissioner Customs & Central Excise, Gwalior

Tamil Nadu Value Added Tax Act CST Sales Tax Appellate Tribunal, Chennai

The Central Excise Act, 1944 Excise Act High Court, Gwalior

Jharkhand Value Added Tax Act VAT Commissioner (Appeal), Commercial Tax

Finance Act 1994, (Service tax) Service Tax Assistant Commissioner Customs & Central Excise, Yamuna Nagar

Finance Act 1994, (Service tax) Service Tax Commissioner Appeal, Delhi

Finance Act 1994, (Service tax) Service Tax Commissioner Appeal, Delhi

Finance Act 1994, (Service tax) Service Tax Assistant Commissioner Customs & Central Excise, Gwalior

Finance Act 1994, (Service tax) Service Tax Assistant Commissioner, Central Excise, Chennai

Finance Act 1994, (Service tax) Service Tax Assistant Commissioner, Central Excise, Chennai

The Central Excise Act, 1944 Excise Duty Assistant Commissioner, Central Excise, Gwalior

The Central Excise Act, 1944 Excise Duty Assistant Commissioner, Central Excise, Yamuna Nagar

Madhya Pradesh Sales Tax Act 1958 VAT Commissioner, Commercial Tax, Gwalior

Finance Act 1994, (Service tax) Service Tax Deputy Commissioner, Central Excise, Chennai

Madhya Pradesh Sales Tax Act 1958 Corporation MP Commercial Tax Applet Board, Bhopal

Name of Statute Amount of Period to which it pertains (Rs, IN LACS)

Finance Act 1994, (Service tax) 20.63 2008-09 TO 2009-10

Tamil Nadu Value Added Tax Act 8.01 2003-2004

The Central Excise Act, 1944 7.47 1997-1998 Jharkhand Value Added Tax Act 21.39 2009-09

Finance Act 1994, (Service tax) 13.87 2008-09 AND 2011-12 to 2014-15

Finance Act 1994, (Service tax) 3.17 2010-2011

Finance Act 1994, (Service tax) 2.62 2005-2006 to 2009-2010

Finance Act 1994, (Service tax) 7.46 2009-2010 to 2012-2013

Finance Act 1994, (Service tax) 4.93 2006-2007

Finance Act 1994, (Service tax) 0.57 2005-2006

The Central Excise Act, 1944 2.26 2009-2010 to 2011-2012

The Central Excise Act, 1944 8.80 2009-2010 & 2011-2012

Madhya Pradesh Sales Tax Act 1958 0.25 1999-2000

Finance Act 1994, (Service tax) 1.92 2009-2010

Madhya Pradesh Sales Tax Act 1958 0.65 1997-1998

d. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

viii. The Company's accumulated losses at the end of the financial year are less than fifty per cent of its net worth and it has not incurred cash losses in the current and immediately preceding financial year.

ix. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institutions or banks. The Company did not have any debentures during the year.

x. According to the information and explanations given to us, the Company has given guarantee for loans taken by others from banks and financial institutions, the terms and conditions whereof, in our opinion, are not prima-facie prejudicial to the interest of the Company.

xi. Based on the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

xii. 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 year.

For S.R. Batliboi & Co. LLP

Chartered Accountants

ICAI Firm's Registration Number: 301003E



per Vikas Mehra

Partner

Membership Number: 94421

Place of Signature: Gurgaon

Date: May 19, 2015


Mar 31, 2014

We have audited the accompanying financial statements of Jamna Auto Industries 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 accounting principles generally accepted in India, including the Accounting Standards notifed under the Companies Act, 1956, read with General Circular 8/2014 dated 4 April 2014 issued by the Ministry of Corporate Affairs. 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 an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is suffcient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Companies Act, 1956 ("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.

Emphasis of Matter

Without qualifying our opinion, we draw your attention to the note no. 44 of accompanying financial statements stating that remuneration of Rs.191.33 Lacs being paid to the executive and whole time directors which is in excess of permissible remuneration under the Companies Act, 1956 and is more fully described therein.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notifed under the Companies Act, 1956, read with General Circular 8/2014 dated 4 April 2014 issued by the Ministry of Corporate Affairs;

(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 disqualifed as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure referred to in paragraph 1 under the heading "Report on other legal and regulatory requirements" of our report of even date.

Re: Jamna Auto Industries Limited (''the Company'')

i. a. The Company has obtained proper records showing full particulars, including quantitative details and situation of fixed assets.

b. All fixed assets have not been physically verifed by the management during the year but there is a regular program of verifcation, once in three year, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verifcation.

c. There was no disposal of a substantial part of fixed assets during the year.

ii. a. The management has conducted physical verifcation of inventory at reasonable intervals during the year.

b. The procedures of physical verifcation of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventory. Some discrepancies noted on physical verifcation of inventories which were material, and have been properly dealt with in the books of account.

iii. a. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (a) to (d) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company and hence not commented upon.

b. According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (e) to (g) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company and hence not commented upon.

iv. In our opinion and according to the information and explanations given to us and having regard to the explanation that purchases of items of inventories and certain fixed assets are of proprietary nature for which alternative sources are not available to obtain comparable quotations, 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. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the Company in respect of these areas.

v. a. According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 have been so entered.

b. In our opinion and according to the information and explanations given to us and having regard to the explanation that purchases of service which are for the specialized requirement of the Company for which alternative sources are not available to obtain comparable quotations, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees five Lacs have been entered into during the financial year at prices are reasonable having regard to the prevailing market prices at the relevant time.

vi. The Company has not accepted any deposits from the public.

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

viii. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956, related to

the manufacture of springs, 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 same.

ix. a. The Company is regular in depositing with appropriate authorities 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 applicable to it.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees'' state insurance, income-tax, wealth- tax, service tax, sales-tax, customs duty, excise duty, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

c. According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

x. The Company''s accumulated losses at the end of the

financial year are less than fifty per cent of its net worth and it has not incurred cash losses in the current and immediately preceding financial year.

xi. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution or bank. The company does not have any debentures outstanding during the year.

xii. According to the information and explanations given to us and based on the documents and records produced 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 benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

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

xv. According to the information and explanations given to

Name of Statute Nature of Forum where dispute is disputed dues pending

Finance act 1994, (Service tax) Service Tax CESTAT, New Delhi

The Central Excise act, 1944 Custom Duty CESTAT, New Delhi

Madhya Pradesh Sales Tax Act, Entry Tax/ Sales MP Commercial Tax Appellate 1958 Tax Board, Bhopal

Madhya Pradesh Sales Tax Act, Entry Tax/ Sales MP Commercial Tax Appellate 1958 Tax Board, Bhopal

Finance Act, 1994 (Service tax) Service Tax Commissioner Appeal, Delhi

Finance Act, 1994 (Service tax) Service Tax Commissioner Appeal, Delhi

Finance Act, 1994 (Service tax) Service Tax Assistant Commissioner, Central Excise, Chennai

Uttar Pradesh Value Added Act, 2008 Sales tax High Court, Allahabad

The Central Excise act, 1944 Excise Act High Court, Gwalior

Jharkhand Value Added tax Act, 2005 VAT Additional Commissioner (Commercial Tax), Jamshedpur

The Central Excise Act, 1944 Excise Act Commissioner Central Excise, Jamshedpur

Name of Statute Amount Period to which (Rs. in lacs) it pertains

Finance act 1994, (Service tax) 51.50 2008-2009

The Central Excise act, 1944 40.24 2009-2010

Madhya Pradesh Sales Tax Act, 1958 11.78 2001-2002

Madhya Pradesh Sales Tax Act, 1958 5.81 2008-2009

Finance Act, 1994 (Service tax) 2.62 2005-2006 to 2009-2010

Finance Act, 1994 (Service tax) 3.17 2010-2011

Finance Act, 1994 (Service tax) 0.57 2005-2006

Uttar Pradesh Value Added Act, 2008 6.20 2008-2009

The Central Excise act, 1944 7.47 1997-1998

Jharkhand Value Added tax Act, 2005 21.39 2008-2009

The Central Excise Act, 1944 15.56 2010-2013 (Upto July 2012)

us, the Company has given guarantee for loans taken by others from banks and financial institutions, the terms and conditions whereof, in our opinion, are not prima-facie prejudicial to the interest of the Company.

xvi. Based on information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

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

xix. The Company did not have any outstanding debentures during the year.

xx. The Company has not raised any money through a 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 S.R. Batliboi & Co. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E

per Vikas Mehra

Partner

Membership Number: 94421

Place of Signature: Gurgaon

Date: May 29, 2014


Mar 31, 2013

1. Report on the Financial Statements

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

2. 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 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 controls 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.

3. Auditors'' 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 controls 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 sufcient and appropriate to provide a basis for our audit opinion.

4. 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:

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

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

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

5. Report on Other Legal and Regulatory Requirements

(i) 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 specifed in paragraphs 4 and 5 of the Order.

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

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

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

c. the Balance Sheet, Statement of 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 Companies Act, 1956; and

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

TO THE MEMBERS OF JAMNA AUTO INDUSTRIES LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2013.

(i) (a) According to the information and explanations given to us, the Company has maintained proper records showing full particulars, including quantitative details and situation of fxed assets.

(b) According to the information and explanations given to us, the Company has a regular programme of physical verifcation of its fxed assets by which all fxed assets are physically verifed by the management in a phased manner over a period of three years. In accordance with such phased programme, certain categories of fxed assets at certain locations have been physically verifed by the management during the year. In our opinion, the frequency of physical verifcation is reasonable having regard to the size of the Company and nature of its fxed assets. As informed to us, discrepancies noticed on such verifcation were not material and have been properly dealt with in the books of account.

(c) During the year, the Company has augmented its manufacturing facilities including replacing some of the existing machinery. Management assessed the present condition and status of existing plant and machinery and on the basis thereof, identifed those that were redundant and no longer useable given the process improvements made and have accordingly, discarded/ disposed of such assets during the year. As a consequence, although the assets disposed and assets discarded were substantial, in our opinion, such disposal or assets discarded does not afect the going concern assumption.

(ii) (a) According to the information and explanations given to us, the inventories lying at diferent manufacturing facilities, except stocks lying with third parties, have been physically verifed by the management during the year. In our opinion, the frequency of such verifcation is reasonable. In respect of stocks lying with third parties at the year end, written confrmations have been obtained.

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

(c) According to the information and explanations given to us, and on the basis of our examination of the records of inventories, we are of the opinion that the Company is maintaining proper records of inventories. As informed to us, the discrepancies noticed on physical verifcation of inventories as compared to the book records were not material and have been properly dealt with in the books of account.

(iii) According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured, to or from companies, frms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paras 4 (iii) (b) to (g) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, and having regard to the explanation that certain goods sold and some services rendered are for the specialised requirements of the buyers and suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control system with the size of the Company and the nature of its business with regard to purchase of inventories and fxed assets and with regard to the sale of goods and services. In our opinion and according to the information and explanations given to us, we have not observed any major weaknesses in the internal control system during the course of our audit.

(v) (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 Companies Act, 1956 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, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956, and exceeding Rs.5 lacs with any party during the year, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time, except for purchase of services which are for the specialized requirements of the Company and sale of fxed assets for the specialised requirements of the buyers and for which suitable alternative sources are not available to obtain comparable quotations. However, on the basis of information and explanations provided, the same appear reasonable.

(vi) According to the information and explanations given to us, the Company has not accepted any deposits from the public during the year.

(vii) In our opinion and according to the information and explanations given to us, the Company has an internal audit system commensurate with the size and nature of its business.

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

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of 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 and other material statutory dues, to the extent applicable, have generally been regularly deposited with the appropriate authorities though there have been some delays in few cases.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty and other material statutory dues were in arrears as at 31 March 2013 for a period of more than six months from the date they became payable, except as mentioned below:

Name of the Statute Nature of Amount* the Dues (Rs.)

Income tax TDS on contractor 281

Sale tax WCT 14,138

Excise duty Excise duty on 66,261

designing charges

Period to which the Due date Date of amount relates Payment June 2012 7 July 2012 30 April 2013

June 2012 7 July 2012 27 April 2013

April to September 5th of the succeeding 30 May 2013 2012 month in respect of each month

* Including interest

(b) According to the information and explanations given to us, and on the basis of the records of the Company examined by us, there are no dues of Income- tax, Wealth-tax, Service tax, Sales-tax, Customs duty and Excise duty which have not been deposited with the appropriate authorities on account of any dispute, except as mentioned appendix I:

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

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers or to any fnancial institutions, except in respect of dues aggregating Rs. 9,186.58 lakh to banks and a fnancial institution for delays ranging upto 35 days. However, there are no overdue amounts outstanding to banks and fnancial institutions as at the year end.

(xii) 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.

(xiii) According to the information and explanations given to us, the Company is not a chit fund or a nidhi/mutual beneft fund/ society.

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

(xv) In our opinion and according to the information and explanations given to us, the terms and conditions on which the Company has given guarantees for loans taken by others from banks or fnancial institutions are not prejudicial to the interest of the Company.

(xvi) According to the information and explanations given to us, term loans have been applied for the purpose for which such loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short- term basis amounting to Rs.3,934.95 lakhs have been used for long-term investments.

(xviii) The Company has not made any preferential allotment of shares to companies/frms/parties covered in the register maintained under Section 301 of the Companies Act, 1956.

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

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

(xxi) According to the information and explanations provided to us, the management noticed an instance of an attempted fraud on the Company by a job worker, involving inventories and a business advance provided in earlier years. The Company has taken all necessary steps, including criminal action, against the said job worker. While management has taken necessary steps for recovery of the amount involved, which is not signifcant or material, a full provision has been made as a matter of abundant caution.

For B S R & Co. Zubin Shekary

Chartered Accountants Partner

Firm registration number: 101248W Membership No.: 048814

Place: Gurgaon

Date: 30 May 2013


Mar 31, 2012

1 We have audited the attached Balance Sheet of Jamna Auto Industries Limited ('the Company') as at 31 March 2012 and also the Statement of Profit and Loss and the Cash Flow Statement (collectively referred to as 'financial statements') of the Company 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 ('the Order'), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 ('the Act'), we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

(iii) the Balance Sheet, the Statement of Profit and Loss

and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

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

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

(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 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 31 March 2012;

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

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

TO THE MEMBERS OF JAMNA AUTO INDUSTRIES LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2012

(i) (a) The Company has maintained proper records

showing full particulars, including quantitative details and situation of fixed assets.

(b) According to the information and explanations given to us, the Company has a regular programme of physical verification of its fixed assets by which all fixed assets are physically verified by the management in a phased manner over a period of three years. In accordance with such phased programme, certain categories of fixed assets at certain locations have been physically verified by the management during the year. In our opinion, the frequency of physical verification is reasonable having regard to the size of the Company and nature of its fixed assets. As informed to us, discrepancies noticed on such verification were not material and have been properly dealt with in the books of account.

(c) Fixed assets disposed off during the year were not substantial and, therefore, do not affect the going concern assumption.

(ii) (a) According to the information and explanations given

to us, the Company has a designed programme of physical verification of inventories, except stocks lying with third parties, wherein each item of inventory, lying at different manufacturing facilities have been physically verified at least once in a year, at various points of time. In our opinion, the frequency of such verification is reasonable. In respect of stocks lying with third parties at the year end, written confirmations have been obtained.

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

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

(iii) According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paras 4 (iii) (b) to (g) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, and having regard to the explanation that certain goods sold and some services rendered are for the specialised requirements of the buyers and suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control system with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and with regard to the sale of goods and services. In our opinion and according to the information and explanations given to us, we have not observed any major weaknesses in the internal control system during the course of our audit.

(v) (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 Companies Act, 1956 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, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956, and exceeding Rs5 lacs with any party during the year, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time, except for purchases of fixed assets which are for the Company's specialised requirements and similarly for sale of certain goods for the specialised requirements of the buyers and for which suitable alternative sources are not available to obtain comparable quotations. However, on the basis of information and explanations provided, the same appear reasonable.

(vi) The Company has not accepted any deposits from the public during the year.

(vii) In our opinion and according to the information and explanations given to us, the Company has an internal audit system commensurate with the size and nature of its business.

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

(ix) (a) According to the information and explanations

given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of 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 and other material statutory dues have generally been regularly deposited with appropriate authorities though there have been some delays in few cases.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty and other material statutory dues were in arrears as at 31 March 2012 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, and on the basis of the records of the Company examined by us, there are no dues of Income-tax, Wealth-tax, Service tax, Sales-tax, Customs duty and Excise duty which have not been deposited with the appropriate authorities on account of any dispute, except as mentioned in appendix.

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

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers or to any financial institutions except in respect of dues aggregating Rs4,589.75 lakhs to banks and a financial institution for delays ranging upto 67 days. However, there are no overdue amounts outstanding to banks and financial institutions as at the year end.

(xii) 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.

(xiii) According to the information and explanations given to us, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society.

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

(xv) In our opinion and according to the information and explanations given to us, the terms and conditions on which the Company has given guarantees for loans taken by others from banks or financial institutions are not prejudicial to the interest of the Company.

(xvi) According to the information and explanations given to us, term loans have been applied for the purpose for which such loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short-term basis amounting to Rs3,581.17 lakhs have been used for long-term investments.

(xvii) The Company has not made any preferential allotment of shares to companies, firms or parties covered in the register maintained under Section 301 of the Companies Act, 1956.

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

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

(xxi) Based on the audit procedures performed and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For B S R & Co. Zubin Shekary

Chartered Accountants Partner

Firm registration number: 101248W Membership No.: 048814

Place : Bangalore

Date : 7 June 2012

 
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