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Auditor Report of JBM Auto Ltd.

Mar 31, 2016

We have audited the accompanying standalone financial statements of JBM Auto Limited ("the Company"), which comprise the Balance Sheet as at 31st March 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of 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 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 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 control system over financial reporting and the operating 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 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 on 31st March, 2016, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section 11 of section 143 of the Act, we give in the "Annexure A"our report on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 aforesaid standalone financial statement comply with the Accounting Standards specified under Section 1 33 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 31st March 2016, and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March 2016, from being appointed as a Director in terms of section 164 (2) of the Act.

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

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

(i) The Company has disclosed the impact of pending litigations on its financial position in its financial Statements- Refer Note 17 to the financial statements.

(ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, on long-term contracts including derivative contracts-Refer Note 21 to the financial statements.

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

(i) In respect of Fixed Assets:

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

(b) The fixed assets covering significant value have been physically verified by the management during the year, which in our opinion is reasonable, having regards to the size of the Company and the nature of its business. On the basis of the information and explanations given by the management, no material discrepancies have been noticed on such verification.

(c) The title deeds of immovable properties are held in the name of the Company except leasehold land at Singur, West Bengal and leasehold land at Sector 24 Faridabad, Haryana.

(ii) In respect of Inventory:

The inventory of the Company in its possession has been physically verified by the management at reasonable intervals. Stocks in the possession and custody of third parties and stocks-in-transit as on 31st March 2016, have been verified by the management with reference to confirmations or statements of account or correspondence of the third parties or subsequent receipt of goods. In our opinion the frequency of verification is reasonable.

In our opinion and according to the information and explanations given to us, discrepancies noticed on physical verification were not material and these have been properly dealt with in the books of account.

(iii) In our opinion and according to information and explanations given to us, the company has not granted any loans, secured or unsecured to companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013.

(iv) In our opinion and according to information and explanations given to us, the company has not given any loan, made any investments, given any guarantees, or provided any securities covered under section 185 and 186 of the Companies Act, 201 3 during the year.

(v) To the best of our knowledge and according to information and explanations given to us, the company has not accepted any deposits covered under section 73 or any other provisions of the Companies Act, 201 3.

(vi) To the best of our knowledge and according to information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under sub section (1) of section 148 of the Companies Act, 201 3.

(vii) According to the information and explanations given to us, in respect of Statutory dues:

(a) The company has generally been regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues applicable to it with the appropriate authorities, however there has been a slight delay in few cases. Also there were no undisputed dues in arrears as at 31st March, 2016 for a period of more than six months from the date they become payable.

(b) The disputed statutory dues of Income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax aggregating Rs, 2959.62 Lacs (net of paid under protest) that have not been deposited on account of disputed matters pending before appropriate authorities are as under:

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

Haryana Value Sales Tax & Penalty/ Financial Year 2011-12 793.50 Added Tax Act, 2003 Interest

Uttar Pradesh Value Sales Tax & Penalty/ Financial Year 2009-10 40.15 Added Tax Act, 2008 Interest

Sales Tax & Penalty/ Financial Year 2011-12 6.75 Interest

Central Sales Tax CST Financial Year 2010-11 564.00 Act, 1956

Finance Act, Excise Duty & Penalty Financial Year 1999- 30.72 1994 (Service Tax 2000 Provisions) Service Tax & Penalty Financial Year 2001-02 15.53

Service Tax & Penalty Financial Year 2001-02 8.30 The Central Excise Excise Duty & Penalty Financial Year 2000-01 7.72

Act, 1944 Excise Duty & Penalty Financial Year 2007-08 226.56

Excise Duty & Penalty Financial Year 2008-09 86.26

Excise Duty & Penalty Financial Year 2006-07 6.08

Excise Duty & Penalty Financial Year 2009-10 4.54

Excise Duty & Penalty Financial Year 2010-11 & 275.06 2011-11

Excise Duty & Penalty Financial Year 2010-11 110.40

Custom Act, 1962 Custom Duty Financial Year 2011 - 168.29 2014

Income Tax Act, Income Tax Assessment Year 2008-09 2.71 1961 Income Tax Assessment Year 2009-10 16.61

Income Tax Assessment Year 2010-11 54.13

Income Tax Assessment Year 2011-12 126.21

Income Tax Assessment Year 2012-13 194.92

Income Tax Assessment Year 2013-14 202.85

Penalty Assessment Year 2010-11 3.33

Penalty Assessment Year 2011-12 15.00



NAME of the Statute Forum where dispute is pending

Haryana Value Joint Excise & Taxation Commission Added Tax Act,2003

Uttar Pradesh Value Addl. Comm. (Appeal), Noida Added Tax ACT,2008

Addl. Comm. (Appeal), Noida

CENTRAL sALES tAX Addl. Comm. (Appeal), Noida Act,1956

Finance ACT,1994 CCE(A)- Delhi-I Service Tax Provisions)

CCE(A), Delhi-I

CCE- Delhi-IV, Fbd.

The Central Excise CESTAT-Delhi Act,1944

CESTAT/CCE- Delhi-IV, Fbd.

CESTAT - Delhi / CCE- Delhi-IV, Fbd.

CESTAT-Delhi

CESTAT, East Zonal Bench, Kolkata

Writ petition HC- Mumbai.

CESTAT, West Zonal Bench,Ahemdabad

Custom Act,1962 Principal Commissoner of Customs,(Import) ICD,TKD,New Delhi

Income Tax ITAT aCT,1961

ITAT

ITAT

ITAT

ITAT

CIT(Appeal)

CIT Appeal)

CIT(Appeal)_

(viii) To the best of our knowledge and according to information and explanations given to us, the company has not defaulted in repayment of loan or borrowing to financial Institution, Banks, Government or dues to Debenture holders.

(ix) To the best of our knowledge and according to information and explanations given to us, the company has not raised moneys by way of initial public offer or further public offer (including debt instruments) and term loans were applied for the purpose for which the loans were obtained.

(x) Based upon the audit procedure performed and information and explanations given by the Management, no frauds by the company or any fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) To the best of our knowledge and according to information and explanations given to us, Company has paid managerial remuneration in accordance with the requisite approvals mandated by the provision of section 197 read with Schedule V to the Companies Act, 2013.

(xii) To the best of our knowledge and according to information and explanations given to us, the company is not a Nidhi Company.

(xiii) To the best of our knowledge and according to the information and explanations given to us, all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013, where applicable and the details have been disclosed in the Financial Statements, as required by the Accounting Standards.

(xiv) To the best of our knowledge and according to information and explanations given to us, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. However during the year Redeemable Preference Shares has been rolled over for a period of 6 years.

(xv) To the best of our knowledge and according to information and explanations given to us, the company the company has not entered into any non-cash transactions with Directors or persons connected with him.

(xvi) To the best of our knowledge and according to information and explanations given to us, the company is not required to be registered under Section 45-IA of the Reserve Bank of India, Act, 1934.

For MEHRA GOEL & CO.

Chartered Accountants

Registration No.: 000517N



Nitish Kumar Chugh

Place: Gurugram (Haryana) Partner

Dated: 30th May 2016 M. NO.: 512742


Mar 31, 2015

We have audited the accompanying standalone financial statements of JBM AUTO 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 maters 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 and 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 maters 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 financial statements are free from material misstatement.

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

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

Opinion

In our opinion and to the best of our information and according to the explanatons 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 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 a statement on the maters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Secton143(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 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 – Refer Note 18 to the financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, on long-term contracts including derivative contracts – Refer Note 22 to the financial statements;

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

Annexure to Independent Auditors' Report

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

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

b. The fixed assets covering significant value have been physically verified by the management during the year, which in our opinion is reasonable, having regard to the size of the Company and the nature of its business. On the basis of the information and explanations given by the management, no material discrepancies have been notched on such verification

ii. a. The inventory of the Company in its possession has been physically verified by the management at reasonable intervals. Stocks in the possession and custody of third prates and stocks-in-transit as on March 31, 2015, have been verified by the management with reference to confirmations or statements of account or correspondence of the third prates or subsequent receipt of goods. In our opinion the frequency of verification is reasonable.

b. The procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company has generally maintained proper records of inventory. The discrepancies notched on physical verifications of inventory as compared to book records were not material and these have been properly dealt with in the books of account.

iii. The Company has not granted any loans, secured or unsecured to companies, forms and other prates covered in the register maintained under section 189 of the Act.

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

v. In our opinion and according to information and explanation given to us, the Company has not accepted any deposits as per the provision of the Act.

vi. On the basis of records produced before us, we are of the opinion that prima facie, the cost records and accounts prescribed by the central government under Companies Act 2013 have been maintained. However, we have not, nor we are required, carried out any detailed examination of such accounts and records.

vii. a. According to records of the Company, undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Service Tax, Wealth Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other statutory dues have been generally regularly deposited 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, 2015 for a period more than six months from the date of becoming payable.

b. According to the information and explanations given to us, there were no dues in respect of Income Tax, Duty of Excise, Duty of Customs, Cess, Sales Tax, Service Tax, Value Added Tax and Wealth Tax which have not been deposited on account of any dispute except the following:

Name of Nature of Period to which Amount Forum where dispute the Statute the Dues the amount pertains (Rs,in lacs) is pending

Income Tax Act,1961 Income Tax Assessment Year 2008-09, 35.06 ITAT 2010-11 & 2011-12

Income Tax Act,1961 Income Tax Assessment Year 2012-13 210.82 CIT (Appeal)

The Central Excise Excise Duty Financial Year 1999-2000 30.72 CCE Delhi -IV Act, 1944

The Central Excise Excise Duty Financial Year 2000-01, 296.62 CESTAT, NEW DELHI Act, 1944 2006-07,2007-08 & 2008-09

The Central Excise Excise Duty Financial Year 2009-10 4.54 CESTAT, KOLKATTA Act, 1944

The Central Excise Excise Duty Financial Year 2010-11 110.40 CCE-Ahmedabad-II Act, 1944

Service tax Act, 1994 Service tax & penalty Financial Year 2001-02 18.40 CCE Delhi -IV

c. There is no amount which required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and Companies Act, 2013 and the rules made there under.

viii. The Company does not have accumulated losses at the end of the current financial year and company has not incurred cash losses during the financial year.

ix. The Company has not issued any debentures and has not borrowed any fund from financial institutions. The company has not defaulted in repayment of dues to the bank.

x. The company has not given any guarantee for loan taken by others from banks or financial institution.

xi. The term loan have been applied for the purpose for which they were obtained.

xii. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been notched or reported during the year.

For Mehra Goel & Co.

Chartered Accountants

(FRN: 000517N)



R. K. Mehra

Place of Signature: Gurgaon (Haryana) (Partner)

Date : 18th May 2015 M. No - 06102


Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated September 13, 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 an opinion on the effectiveness of the company''s Internal Control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information 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 purpose of our audit;

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

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

d. In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this report, comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated September 13, 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 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.

Anexure

(i) a) Proper records for fixed assets showing full particulars including quantitative details and situation has been maintained.

b) Physical verification of fixed assets has been carried out by the management during the year which is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies have been noticed on such physical verification.

c) No substantial parts of fixed assets have been disposed off during the year.

(ii) a) The inventory of the Company in its possession has been physically verified by the management at reasonable intervals. Stocks in the possession and custody of third parties and stocks-in-transit as on March 31, 2014, have been verified by the management with reference to confirmations or statements of account or correspondence of the third parties or subsequent receipt of goods. In our opinion the frequency of verification is reasonable.

b) 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) The company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material and these have been properly dealt with in the books of account.

(iii) The Company has not granted any loans, secured or unsecured to / from Companies, firms or other parties as covered in the Register maintained under Section 301 of the Companies Act, 1956.

In respect of unsecured loans taken from a party covered in the register maintained under section 301 of the Companies Act, 1956, the rate of interest and other terms and conditions of loans are prima facie not prejudicial to the interest of the Company. The maximum amount outstanding at any time during the year is Rs.1230.00 Lacs and year-end balance is Rs.Nil.

(iv) There are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to sale of goods and services. According to information & explanations given to us, we have not come across any continuing failure to correct major weakness in the aforesaid internal control system.

(v) a) The particulars of contracts or arrangements that need to be entered into the Register maintained under section 301 have been so entered.

b) The transactions made in pursuance of contracts or arrangements entered in the Register maintained under Section 301 of the Companies Act, 1956, have been made at prices which are reasonable having regard that in respect of certain items alternative sources are limited and others are made with reference to price list, quality, delivery schedules and prevailing market prices for such goods and materials or the prices at which transactions for similar goods have been made with other parties.

(vi) The Company has not accepted any deposits during the year covered by Section 58A and section 58AA or any other relevant provisions of the Companies Act, 1956, and rules framed their under.

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

(viii) On the basis of records produced before us, we are of the opinion that prima facie, the cost records and accounts prescribed by the central government under clause (d) of sub section (1) of section 209 of the Companies Act, 1956, have been maintained. However, we have not, nor we are required, carried out any detailed examination of such accounts and records.

(ix) a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Employees'' State Insurance, Income-Tax, Wealth-Tax, Sales-Tax, Custom Duty, Excise-Duty, Cess, Service-Tax and other statutory dues applicable to it. However, few delays have been noticed in deposit of Tax Deducted at source, WCT, E.S.I. and Provident fund.

b) According to information and explanations given to us, no undisputed amount payable in respect of Income-Tax, Wealth-Tax, Sales-Tax, Custom Duty and Excise-Duty were outstanding as at 31st March 2014, for a period of more than six months from the date they become payable.

c) Dues of Sale Tax, Income-Tax, Wealth Tax, Customs Duty, Excise Duty, Service Tax and Cess which have not been deposited on account of any dispute are as under:

Name of the Statute Demand pertains Forum where for the year dispute is pending

a) Central Excise Act,1944 1999-2000 CCE Delhi - IV

b) Central Excise Act,1944 2000-01 CESTAT, New Delhi

c) Central Excise Act,1944 2007-08 CCE Delhi - IV

d) Central Excise Act,1944 2006-07 & 2008-09 CESTAT, New Delhi

e) Central Excise Act,1944 2009-10 CESTAT, Kolkata

f) Service Tax 2001-02 CESTAT, New Delhi (Finance Act, 1994)

Name of the Statute Nature of the Dues Amount (Rs. in lacs)

a) Central Excise Act,1944 Duty liability on 30.72 Modification charges including Penalty

b) Central Excise Act,1944 Duty on Retention of Tools & Dies 7.72

c) Central Excise Act,1944 1) Differential excise 226.56 duty on clearances of tipper bodies

d) Central Excise Act,1944 1) Differential excise 62.34 duty on clearances of tipper bodies

2) Wrong availment of Credit

e) Central Excise Act,1944 Wrong availment of credit 4.55

f) Service Tax Service tax & penalty 18.40 (Finance Act, 1994)

(x) The company has no brought forward losses and has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) In our opinion the Company has not defaulted in repayment of dues to Financial Institutions or Banks.

(xii) In our opinion the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provision of any special statute applicable to chit fund /nidhi /mutual benefit fund/societies is not applicable to the company.

(xiv) The company is not dealing or trading in shares, securities debentures and other securities.

(xv) The Company has not given any guarantee for loans taken by others from banks or Financial Institutions.

(xvi) The term loans have been applied for the purpose for which they were obtained.

(xvii) According to the Cash Flow Statement and other records examined by us, on an overall basis, funds raised on short-term basis have, prima facie, not been used during the year for long-term investment.

(xviii) According to the information and explanations given to us, the company has made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act. In our opinion, the price at which shares have been issued is not prejudicial to the interest of the company.

(xix) The Company has not issued debentures during the financial year covered by our audit report.

(xx) The company has not raised money by public issue during the financial year covered by our audit report.

(xxi) Based upon the audit procedures performed and 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 Mehra Goel & Co.

Chartered Accountants Registration Number: 000517N

R.K. Mehra Date : May 30, 2014 Partner Place : Gurgaon (Harayana) Membership Number: 6102


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying fnancial statements of "JBM Auto Limited", 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 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:

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

(b) in the case of the 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.

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 specifed 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 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 subsection (3C) of section 211 of the Companies Act, 1956;

e. on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is 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 Companies Act, 1956.

Annexure

(i) a) Proper records for fxed assets showing full particulars including quantitative details and situation has been maintained.

b) Physical verifcation of fxed assets has been carried out by the management during the year which is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies have been noticed on such physical verifcation.

c) No substantial parts of fxed assets have been disposed off during the year, which have affected the going concern.

(ii) a) The inventory of the Company in its possession has been physically verifed by the management at reasonable intervals. Stocks in the possession and custody of third parties and stocks-in-transit as on March 31, 2013, have been verifed by the management with reference to confrmations or statements of account or correspondence of the third parties or subsequent receipt of goods. In our opinion the frequency of verifcation is reasonable.

b) The procedure 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) The company is maintaining proper records of inventory. The discrepancies noticed on physical verifcation of inventory as compared to book records were not material and these have been properly dealt with in the books of account.

(iii) The company has not granted any loans, secured or unsecured to companies, frms or other parties as covered in the register maintained under section 301 of the Companies Act, 1956. The Company has not taken any secured loans from Companies, frms and other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

In respect of unsecured loans taken from two parties covered in the register maintained under section 301 of the Companies Act, 1956, the rate of interest and other terms and conditions of loans are prima facie not prejudicial to the interest of the Company. The maximum amount outstanding at any time during the year is Rs.1370 lacs and year end balance Rs.1230 lacs. The principal and interest amount is repayable on demand.

(iv) There are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fxed assets and with regard to sale of goods and services. During the course of our audit, no major weaknesses have been noticed in the internal control systems.

(v) (a) In our opinion the particulars of contracts or arrangement referred to in Section 301 of the Act have been entered into the register maintained under section 301 of the Companies Act, 1956.

(b) The transactions made in pursuance of contracts or arrangements entered in the Register maintained under Section 301 of the Companies Act, 1956, have been made at prices which are reasonable having regard that in respect of certain items alternative sources are limited and others are made with reference to price list, quality, delivery schedules and prevailing market prices for such goods and materials or the prices at which transactions for similar goods have been made with other parties.

(vi) The Company has not accepted any deposits during the year covered by Section 58A and section 58AA or any other relevant provisions of the Companies Act, 1956, and rules framed their under.

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

(viii) On the basis of records produced before us, we are of the opinion that prima facie, the cost records and accounts prescribed by the central government under clause (d) of sub section (1) of section 209 of the Companies Act, 1956, have been maintained. However, we have not, nor we are required, carried out any detailed examination of such accounts and records.

(ix) The Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investors Education Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it. However, some delays are noticed in deposit of Tax Deducted at Source and payment of advance tax.

According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Custom Duty and Excise Duty were outstanding as at 31st March, 2013 for a period of more than six months from the date they become payable.

* Net of amount paid

(x) The company has no brought forward losses and has not incurred any cash losses during the fnancial year covered by our audit and the immediately preceding fnancial year.

(xi) In our opinion, the Company is generally regular in payment of dues to Financial Institutions or Banks except in the case of a bank delays in the payment of the installment and interest of term loan. Delays are of 91 days in the payment of 2nd installment and 20 days in the payment of 3rd quarterly installment of Rs.105.60 lacs each and delay in respect of interest of term loans of 30 days, 91 days, 60 days, 50 days, 30 days and 20 days in repayment of Rs.21.01 lacs, Rs.20.53 lacs, Rs.21.22 lacs, Rs.10.75 lacs, Rs.10.00 lacs and Rs.21.63 lacs respectively. These were duly paid by the company during the year.

(xii) In our opinion the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund or a nidhi/mutual beneft fund/society. Therefore, the provision of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

(xiv) The company is not dealing or trading in shares, securities, debentures and other securities.

(xv) The Company has not given any guarantee for loans taken by others from banks or Financial Institutions.

(xvi) The term loans have been applied for the purpose for which they were obtained.

(xvii) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that funds of Rs.6.00 crores raised on short term were temporarily employed for the project which was replenished during the year.

(xviii) 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 debentures during the fnancial year covered by our audit report.

(xx) The company has not raised money by public issue during the fnancial year covered by our audit report.

(xxi) Based upon the audit procedures performed and 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 MehrA Goel & Co.

Chartered Accountants

FRN : 000517N

R. K. Mehra

Date : 23rd May, 2013 Partner

Place : Gurgaon M. No. 6102


Mar 31, 2012

We have audited the attached Balance Sheet of JBM Auto Limited as at March 31, 2012, and also the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. 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 check basis, evidence supporting the amount and disclosures in the financial statements. An audit also includes assessing accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion:-

1. As required by the Companies (Auditors' Report) Order, 2003 (as amended) issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956 and on the basis of such checks of the books and records of the Company as we considered appropriate and the information and explanations given to us during the course of audit, we report that in our opinion:-

(i) a) Proper records for fixed assets showing full particulars including quantitative details and situation have been maintained. Physical verification of fixed assets has been carried out by the management during the year which is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies have been noticed on such physical verification.

b) No substantial parts of fixed assets have been disposed off during the year, which have affected the going concern.

(ii) a) The inventory of the Company in its possession has been physically verified by the management at reasonable

intervals. Stocks in the possession and custody of third parties and stocks-in-transit as on March 31, 2012 have been verified by the management with reference to confirmations or statements of account or correspondence of the third parties or subsequent receipt of goods. In our opinion the frequency of verification is reasonable.

b) 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. The Company is maintaining proper records of inventory.

c) The discrepancies noticed on physical verification of inventory as compared to book records were not material and these have been properly dealt with in the books of account.

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

b) The Company has not taken any secured loans from Companies, firms and other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

In respect of unsecured loans taken from two parties covered in the register maintained under section 301 of the Companies Act, 1956, the rate of interest and other terms and conditions of loans are prima facie not prejudicial to the interest of the Company. The maximum amount outstanding at any time during the year is Rs.1380 lacs and year end balance Rs.1370 lacs. The principal and interest amount is repayable on demand.

(iv) There are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control systems.

(v) a) In our opinion the particulars of contracts or arrangement referred to in Section 301 of the Act have been entered into the register maintained under section 301 of the Companies Act, 1956.

b) The transactions made in pursuance of contracts or arrangements entered in the Register maintained under Section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard that in respect of certain items alternative sources are limited and others are made with reference to price list, quality, delivery schedules and prevailing market prices for such goods and materials or the prices at which transactions for similar goods have been made with other parties.

(vi) The Company has not accepted any deposits during the year covered by Section 58A and section 58AA or any other relevant provisions of the Companies Act, 1956.

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

(viii) On the basis of records produced, we are of the opinion that prima facie, the cost records and accounts prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956, have been maintained in respect of a division to which it is applicable. However, we have not, nor we are required, carried out any detailed examination of such accounts and records.

(ix) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it. However, some delays are noticed in deposit of Tax Deducted at Source and payment of advance tax.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Custom Duty and Excise Duty were outstanding as at 31-03-2012 for a period of more than six months from the date they become payable.

(c) There are no dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty and Cess which have not been deposited on account of any dispute except certain demand under Central Excise Act appealed by Company as under: -

* Net of amount paid

(x) The Company has no brought forward losses and has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) In our opinion the Company has not defaulted in repayment of dues to a financial institution or bank. The Company has not issued any debenture.

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

(xiii) The Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provision of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003(as amended) are not applicable to the Company.

(xiv) The Company is not dealing or trading in shares, securities and debentures.

(xv) The Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) The term loans have been applied for the purpose for which they were raised.

(xvii) According to the Cash Flow Statement and overall examination of Balance Sheet of the Company, on an overall basis, funds raised on short-term basis have, prima facie, not been used during the year for long term investment.

(xviii) 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 debentures during the financial year covered by our audit report.

(xx) The Company has not raised money by public issue during the financial year covered by our audit report.

(xxi) Based upon the audit procedures performed and 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.

2. We further report that: -

(i) 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. In our opinion, proper books of account have been kept by the Company as required by law so far as appears from our examination of those books. The Balance Sheet and Statement of Profit and Loss dealt with by this report are in agreement with the books of account;

(ii) In our opinion, the Balance Sheet, Statement of Profit & 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 Companies Act, 1956;

(iii) 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;

(iv) In our opinion and to the best of our information and according to the explanations given to us, the said accounts together with the notes and the accounting policies thereon give the information required by the Companies Act, 1956, in the manner so required and gives a true and fair view in conformity with the accounting principles generally accepted in India: -

a) in case of Balance Sheet, of the state of the Company Affairs as at March 31, 2012;

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

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

For Mehra Goel & Co. Chartered Accountants

R.K. Mehra

Partner

Place: New Delhi M.No. 6102

Dated: 28th May, 2012 FRN.000517N


Mar 31, 2009

We have audited the attached Balance Sheet of JBM Auto Limited as at March 31, 2009, and also the Proft and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These fnancial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these fnancial 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 fnancial statements are free of material misstatement. An audit includes examining, on a test check basis, evidence supporting the amount and disclosures in the fnancial statements. An audit also includes assessing accounting principles used and signifcant estimates made by the management, as well as evaluating the overall fnancial 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 the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956 and on the basis of such checks of the books and records of the Company as we considered appropriate and the information and explanations given to us during the course of audit, we report that in our opinion:- (i) a) Proper records for fxed assets showing full particulars including quantitative details and situation have been maintained. Physical verifcation of fxed assets has been carried out by the management during the year which is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies have been noticed on such physical verifcation.

b) No substantial parts of fxed assets have been disposed off during the year, which have affected the going concern.

(ii) a) The inventory of the Company in its possession has been physically verifed by the management at reasonable intervals. Stocks in the possession and custody of third parties and stocks- in-transit as on March 31, 2009 have been verifed by the management with reference to confrmations or statements of account or correspondence of the third parties or subsequent receipt of goods. In our opinion the frequency of verifcation is reasonable.

b) 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. The Company is maintaining proper records of inventory.

c) The discrepancies noticed on physical verifcation of inventory as compared to book records were not material and these have been properly dealt with in the books of account.

(iii) The Company has taken Unsecured loans from Companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

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

(iv) There are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fxed assets and with regard to sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control systems.

(v) a) In our opinion the particulars of contracts or arrangement referred to in Section 301 of the Act have been entered into the register maintained under section 301 of the Companies Act, 1956.

b) The transactions made in pursuance of contracts or arrangements entered in the Register maintained under Section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard that in respect of certain items alternative sources are limited and others are made with reference to price list, quality, delivery schedules and prevailing market prices for such goods and materials or the prices at which transactions for similar goods have been made with other parties.

(vi) The Company has not accepted any deposits during the year covered by Section 58A and section 58AA or any other relevant provisions of the Companies Act, 1956.

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

(viii) On the basis of records produced, we are of the opinion that prima facie, the cost records and accounts prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956, have been maintained in respect of a division to which it is applicable. However, we have not, nor we are required, carried out any detailed examination of such accounts and records.

(ix) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it. However, some delays are noticed in deposit of Tax Deducted at Source.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Custom Duty and Excise Duty were outstanding as at 31-03-2009 for a period of more than six months from the date they become payable.

(c) There are no dues of Sales Tax, Income Tax, Customs Tax, Wealth Tax, Service Tax, Excise Duty and Cess which have not been deposited on account of any dispute except certain demand under Central Excise Act appealed by Company as under: -

Name of the Act Demand Pertains Appeal Pending Before Amount Nature of of the Year (Rs in Lacs) Demand

Central Excise Act 1995 to 2000 CESTAT, Delhi 118.08 Duty

56.35 Penalty

Central Excise Act 2000-01 Commissioner (A) Delhi IV 14.56 Duty

FBD 29.56 Penalty

Central Excise Act 2000-01 Commissioner (A) Delhi IV 3.86 Duty FBD 4.36 Penalty

Service Tax 2004-05 Commissioner (A) 4.55 Service Tax (Finance Act 1994) (Service Tax Delhi)

Total 231.32

(x) The Company has no brought forward losses and has not incurred any cash losses during the fnancial year covered by our audit and the immediately preceding fnancial year.

(xi) In our opinion the Company has not defaulted in repayment of dues to a fnancial institution or bank. The Company has not issued any debenture.

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

(xiii) The Company is not a chit fund or a nidhi/mutual beneft fund/society. Therefore, the provision of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xiv) The Company is not dealing or trading in shares, securities and debentures.

(xv) The Company has not given any guarantee for loans taken by others from bank or fnancial institutions.

(xvi) The term loans have been applied for the purpose for which they were raised.

(xvii) According to the Cash Flow Statement and overall examination of Balance Sheet of the Company, on an overall basis, funds raised on short-term basis have, prima facie, not been used during the year for long-term investment.

(xviii) 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 debentures during the fnancial year covered by our audit report.

(xx) The Company has not raised money by public issue during the fnancial year covered by our audit report.

(xxi) Based upon the audit procedures performed and 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.

2. We further report that: -

(i) 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. In our opinion, proper books of account have been kept by the Company as required by law so far as appears from our examination of those books. The Balance Sheet and Proft and Loss Account dealt with by this report are in agreement with the books of account;

(ii) In our opinion, the Balance Sheet, Proft & Loss Account and the Cash Flow Statement, dealt with by this report comply with the Accounting Standards referred to in Subsection (3C) of Section 211 of the Companies Act, 1956;

(iii) On the basis of the written representations received from the directors, as on 31st March, 2009 and taken on record by the Board of Directors, we report that none of the directors is disqualifed as on 31st March, 2009 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(iv) In our opinion and to the best of our information and according to the explanations given to us, the said accounts together with the notes and the accounting policies thereon give the information required by the Companies Act, 1956, in the manner so required and gives a true and fair view in conformity with the accounting principles generally accepted in India: -

a) in case of Balance Sheet, of the state of the Company Affairs as at March 31, 2009;

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

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

For Mehra Goel & Co. Chartered Accountants Place: New Delhi R.K. Mehra Dated: 27th June, 2009 Partner M.No. 6102


Mar 31, 2003

We have audited the attached Balance Sheet of JBM Auto Components Limited as on March 31, 2003, Profit and Loss Account for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 the 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 Manufacturing and Other Companies (Auditors Report) Order, 1988 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks of the books and records of the Company as we considered appropriate and the information and explanations given to us during the course of audit, we report that in our opinion:

(i) Proper records for fixed assets showing full particulars including quantitative details and situation have been maintained. Physical verification of fixed assets have been carried out by the management during the year which is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies have been noticed on such physical verification.

(ii) The fixed assets of the Company have not been revalued during the year.

(iii) The stock of finished goods, stores, spare parts and raw materials of the Company in its possession have been physically verified by the management at reasonable intervals. Stocks in the possession and custody of third parties and stocks-in-transit as on March 31, 2003 have been verified by the management with reference to confirmations or statements of account or correspondence of the third parties or subsequent receipt of goods.

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

(v) The discrepancies noticed on physical verification of stocks as compared to book records were not material and these have been properly dealt with in the books of account.

(vi) On the basis of our examination of the valuation of stocks, we are of the opinion that such valuation is fair and proper, in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year.

(vii) The Company has not taken or granted any loans secured or unsecured from/to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 where the rate of interest and other terms and conditions are prima facie prejudicial to the interest of the Company.

viii) The employees, to whom loans and/or advances in the nature of loans have been given by the company are generally repaying the principal amount and interest, wherever applicable, as stipulated.

(ix) There are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of stores, raw materials, including components, plant and machinery, equipment and other assets and for the sale of goods.

(x) The transactions of purchase of goods and materials, and sale of goods and materials, made in pursuance of contracts or arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 and aggregating during the year to Rs.50,000/- or more in respect of each party, have been made at prices which are reasonable having regard that in respect of certain items alternative sources of the items are limited and others are made with reference to price list, quality, delivery schedules and prevailing market prices for such goods and materials or the prices at which transactions

for similar goods have been made with other parties.

(xi) The Company has a regular procedure for the determination of unserviceable or damaged stores, raw materials and finished goods and necessary adjustments for the loss have been made in the accounts.

(xii) The Company has not accepted any deposits during the year covered by section 58A of the Companies Act, 1956.

(xiii) Reasonable records have been maintained by the Company for the sale and disposal of realisable scrap. The Company has no by- products.

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

(xv) On the basis of records produced, we are of the opinion that prima facie, the cost records and accounts prescribed by the central government under section 209(1 )(8) of the Companies Act, 1956, have been maintained. However, we have not, nor we are required, carried out any detailed examination of such accounts and records.

(xvi) Provident Fund and Employees State Insurance dues have regularly been deposited with the appropriate authorities.

(xvii) There are no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty and Excise Duty as at March 31, 2003 which are outstanding for a period of more than six months from the date they became payable.

(xviii)We have not come across any personal expenses which have been charged to revenue account, other than those payable under contractual obligations or in accordance with generally accepted business practices.

(xix) The Company is not a sick industrial company within the meaning of clause (o) of sub section (1) of section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985.

(xx) In respect of trading activities, we are informed that there are no damaged or unserviceable goods.

2. We further report that:

(i) We have obtained all the informations and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit. In our opinion, proper books of account have been kept by the Company as required by law so far as appears from our examination of those books. The Balance Sheet as on March 31, 2003, Profit and Loss Account for the year ended on that date annexed thereto, and the Cash Flow Statement for the year ended on that date dealt with by this report are in agreement with the books of account.

(ii) In our opinion, the Profit & Loss Account, the Balance Sheet and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

(iii) On the basis of the written representations received from the directors as on 31st March, 2003 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2003 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(iv) In our opinion and to the best of our information and according to the explanations given to us, the said accounts together with the notes and the significant accounting policies thereon give the information required by the Companies Act, 1956 in the manner so required and gives a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of Balance Sheet, of the state of the Company affairs as at March 31, 2003;

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

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

for Mehra Goel & Co. Chartered Accountants

R.K. Mehra Partner

Place : New Delhi Date : 28th June, 2003

 
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