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Auditor Report of Jubilant Life Sciences Ltd.

Mar 31, 2016

We have audited the accompanying standalone financial statements of Jubilant Life Sciences Limited (''the Company''), which comprise the Balance Sheet as at 31 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

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

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 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, a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

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

(e) On the basis of the written representations received from the directors as on 31 March 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31 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 standalone financial statements – Refer Note 32(B) and 32(C) to the standalone financial statements;

(ii) the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts – Refer Note 47 to the standalone 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.

The Annexure A referred to in our report to the members of the Company for the year ended 31 March 2016. We report that:

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of its 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 fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. As informed to us, the discrepancies noticed on such verification were not material and have been properly adjusted in the books of account.

(c) According to the information and explanations given to us and on the basis of our examination of the books of account, the title deeds of immovable property are held in the name of the Company.

(ii) The inventory, except goods-in-transit and stocks lying with third parties, has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. For stocks lying with third parties at the year-end, written confirmations have been obtained. As informed to us, the discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly adjusted in the books of account.

(iii) According to the information and explanations given to us, the Company, during the current year, has not granted any loans, secured or unsecured, to companies covered in the register maintained under section 189 of the Act. Accordingly, paragraph 3(iii)(a) of the Order is not applicable.

According to the information and explanations given to us, the Company, during earlier years, had granted unsecured loan to a subsidiary company covered in the register maintained under section 189 of the Act, which has been repaid during the current year. In respect of the aforesaid loan:

(a) the party was regular in repayment of principal and payment of interest, which were payable on demand.

(b) there is no amount overdue for more than ninety days.

According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to firms or other parties covered in the register maintained under section 189 of the Act. As informed to us, there are no limited liability partnerships covered in the register maintained under section 189 of the Act.

(iv) According to the information and explanations given to us, in respect of loans and investments made by the Company, the provisions of section 185 and 186 of the Act have been complied with. As informed to us, the Company has not provided any guarantee or security as specified under Section 185 and 186 of the Act.

(v) According to the information and explanations given to us, the Company has not accepted any deposits from the public. Accordingly, paragraph 3(v) of the Order is not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules specified by the Central Government for maintenance of cost records under section 148(1) of the Act, in respect of its products and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not carried out a detailed examination of the records with a view to determine whether these are accurate or complete.

(vii) (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, employees'' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities.

According to the information and explanations given to us, no amounts payable in respect of 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 other material statutory dues were in arrears as at 31 March 2016 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of sales-tax which have not been deposited with the appropriate authorities on account of any dispute. According to the information and explanations given to us, the following dues of income-tax, service tax, duty of customs, duty of excise and value added tax have not been deposited by the Company on account of disputes:

Name of the Statute Nature of the Amount Amount paid Dues involved* under protest (Rs. in million) (Rs. in million)

Income-tax Act, Income Tax 59.41 - 1961

261.56 -

Central Excise Act, Excise Duty 5.76 - 1944

5.60 -

533.17** 0.09

0.39 -

648.66 -

0.54 -

0.37** -

14.37 -

2.28 -

Finance Act, 1994 Service Tax 5.74 0.05

0.03 -

Customs Act, 1962 Customs Duty 12.04 -

0.60 -

Uttar Pradesh Value Value Added 61.17 - Added Tax Act, 2008 Tax

27.36 -

0.40 0.40

Name of the Statute Financial year Forum where dispute is to which the pending amount relates

Income tax Act,1961 1992-93, High Court 1995-96

1988-89, Income Tax Appellate 2001-02, Tribunal 2003-08

Central Excise Act, 1944 1999-2000 High Court

1996-97, Custom Excise and Service 2003-13 Tax Appellate Tribunal

2011-12 Commissioner (Appeals)

2008-16 Commissioner

2014-16 Joint Commissioner

2010-16 Additional Commissioner

2010-16 Assistant Commissioner

Finance Act, 1994 2007-11 Custom Excise and Service Tax Appellate Tribunal

2013-14 Assistant Commissioner

Customs Act, 1962 2012-14 Commissioner (Appeals)

2013-14 Assistant Commissioner

Uttar Pradesh Value Added Tax Act, 2008 2010-16 Supreme Court

2014-15 Deputy commissioner

2015-16 Assistant Commissioner

* amount as per demand orders including interest and penalty, wherever indicated in the order.

** a stay order has been received against the amount disputed and hence, not deposited.

The above table excludes the disputed cases pertaining to the businesses demerged into Jubilant Industries Limited pursuant to the Scheme of Amalgamation and Demerger as sanctioned by Hon''ble Allahabad High Court in the earlier year and businesses transferred into Jubilant Generics Limited, though some of the same are still being pursued in the Company''s name.

(viii) According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to its bankers or to any financial institutions. The Company did not have any loans or borrowings from government or dues to debenture holders during the year.

(ix) Based on our examination of books of account and according to the information and explanations given to us, the term loans taken during the year have been applied for the purposes for which they were obtained. As informed to us, the Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments).

(x) Based on our examination of the books of account and according to the information and explanations given to us, no fraud by the Company and no fraud on the Company by its officers or employees has been noticed or reported during the course of our audit.

(xi) Based on our examination of the books of account and according to the information and explanations given to us, the Company has not paid / provided for managerial remuneration during the year. Accordingly, paragraph 3(xi) of the Order is not applicable.

(xii) According to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) Based on our examination of the books of account and according to the information and explanations given to us, all transactions with the related parties are in compliance with section 177 and 188 of the Act where applicable and the details have been disclosed in the standalone financial statements, as required by the applicable accounting standards.

(xiv) Based on our examination of the books of account and according to the 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. Accordingly, paragraph 3(xiv) of the Order is not applicable.

(xv) According to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

(xvi) According to the 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 B S R & Co. LLP Chartered Accountants ICAI Firm Registration Number: 101248W/W-100022

Pravin Tulsyan

Place: Noida Partner

Date: 24 May 2016 Membership No.: 108044


Mar 31, 2015

We have audited the accompanying financial statements ('standalone financial statements') of Jubilant Life Sciences Limited ('the Company'), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

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

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial 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 standalone financial statements.

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

Opinion

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the 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 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 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 31 March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 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 standalone financial statements - Refer Note 34(B) and 34(C) to the standalone financial statements;

(ii) the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts - Refer Note 48 to the standalone 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 the Auditor's Report

The Annexure referred to in our report to the members of Jubilant Life Sciences Limited ('the Company') for the year ended 31 March 2015. We report that:

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of its 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 fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. As informed to us, no material discrepancies were noticed on such verification.

(ii) (a) The inventory, except goods-in-transit and stocks lying with third parties, has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. For 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 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. As informed to us, the discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly adjusted in the books of account.

(iii) According to the information and explanations given to us, the Company has granted unsecured loans to two subsidiary companies covered in the register maintained under Section 189 of the Act. However, during the year ended 31 March 2015, based on recoverability assessment, the Company has written off one of these unsecured loan (including accrued interest) amounting to Rs. 1,866.18 million. In respect of the other loan:

(a) The party is repaying the principal amount, as stipulated, and is also regular in payment of interest as applicable.

(b) There is no overdue amount more than Rupees One Lakh.

According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to firms or other parties 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, and having regard to the explanation that purchase of certain items of inventories and fixed assets are for the Company's specialized requirements and similarly certain goods sold and services rendered are for the specialized requirements of the buyers and suitable 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 with regard to purchase of inventories and fixed assets and for the sale of goods and services. We have not been informed or observed any major weakness in the internal control system during the course of the audit.

(v) According to the information and explanations given to us, the Company has not accepted any deposits from the public. Accordingly, paragraph 3(v) of the Order is not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules specified by the Central Government for maintenance of cost records under section 148(1) of the Act, in respect of its products and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not carried out a detailed examination of the records with a view to determine whether these are accurate or complete.

(vii) (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, employees' state insurance, income- tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

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

Name of the Nature of the Amount Amount paid Statute Dues involved* under protest (Rs.in million) (Rs. in million)



Income-tax Act,1961 IncomeTax 64.78 -



265.13 -





Central Excise Excise 6.01 - Act, Duty 1944 5.60 0.09

533.43 **



0.86 -

533.10 -

38.04 -

3.75 -

Finance Service 1.59 - Act, Tax 1994 5.89 0.05



Customs Customs 12.04 -

Act, Duty 1962

Uttar Pradesh Value 56.47 - Value Added Added Tax Tax Act, 2008

Name of the Financial Year Forum where dispute is Statute to which the pending amount relates

Income-tax Act,1961 1987-88, High Court

1992-94,

1995-97

1988-89, Income Tax Appellate 1997-98, Tribunal

2001-02,

2003-08

Central Excise 1996-97, High Court Act, 1999-2000 1944 1996-98, Custom Excise and Service 2003-13 Tax Appellate Tribunal 2012-13 Commissioner (Appeals) 2008-15 Commissioner 2010-14 Additional Commissioner 2009-15 Assistant Commissioner

Finance 2002-03 High Court Act, 1994 2007-11 Custom Excise and Service Tax Appellate Tribunal

Customs 2012-14 Commissioner (Appeals) Act, 1962

Uttar Pradesh 2010-15 Supreme Court Value Added Tax Act, 2008

* amount as per demand orders including interest and penalty, wherever indicated in the order.

** a stay order has been received against the amount disputed and hence, not deposited.

The above table excludes the disputed cases pertaining to the businesses demerged into Jubilant Industries Limited pursuant to the Scheme of Amalgamation and Demerger as sanctioned by Hon'ble Allahabad High Court in the earlier year and businesses transferred into Jubilant Generics Limited, though some of the same are still being pursued in the Company's name.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within time.

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

(ix) 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 financial institutions. The Company did not have any outstanding debentures during the year.

(x) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by a subsidiary company from banks are not prejudicial to the interest of the Company.

(xi) Based on our examination of books of account and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

(xii) Based on our examination of the books of account and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For B S R & Co. LLP Chartered Accountants ICAI Firm Registration Number: 101248W/W-100022

Pravin Tulsyan

Place: Noida Partner Date: 12 May 2015 Membership No.: 108044


Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying financial statements of JUBILANT LIFE SCIENCES LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2013, 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

2. 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 standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

3. 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.

4. 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 the audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

6. 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:

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

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

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

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditors'' 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, to the extent applicable to the Company.

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

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

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

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

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

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

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT Re: JUBILANT LIFE SCIENCES LIMITED

Referred to in paragraph 7 of our report of even date to the Members of Jubilant Life Sciences Ltd. on the financial statements for the year ended 31st March, 2013.

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

(b) As explained to us, physical verification of fixed assets has been carried out in terms of the phased programme of verification of its fixed assets adopted by the Company and no material discrepancies were noticed on such verification. In our opinion the frequency of verification is reasonable, having regard to the size of the Company and nature of its business.

(c) During the year the Company has not disposed off any substantial/ major part of fixed assets.

ii) (a) The inventory has been physically verified, during the year, by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical 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) On the basis of our examination of inventory records, in our opinion, the Company is maintaining proper records of inventory. In our opinion, discrepancies noticed on physical verification of stocks as compared to book records were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

iii) (a) There are only two Companies (Subsidiaries) covered in the register maintained under section 301 of the Companies Act,1956 to whom the Company has granted loans. The maximum amount involved during the year was Rs. 2,159.38 million (including the opening balance) and the year end total balance of loans granted to such parties was Rs. 2,159.38 million.

(b) In our opinion the rate of interest (wherever leviable) and other terms and conditions on which loans were granted to the said Companies listed in register maintained under section 301 of the Companies Act, 1956 are not prima facie, prejudicial to the interest of the Company. An interest free loan of Rs. 570.05 million has been given to Jubilant Pharma Pte Ltd., Singapore, a subsidiary company, and the same is not considered as prejudicial in view of the fact that the other company is Wholly Owned Subsidiary.

(c) The parties pay principal amounts as and when demanded and the parties were regular in the matter of payment of interest, wherever applicable.

(d) There is no overdue amount of loan granted to the said companies.

(e) The Company had taken short term loans from 5 companies covered in the register maintained under section 301 of the Companies Act, 1956. The amount involved was Rs. 530.20 million and the maximum balance was Rs. 532.47 million during the year and the year end balance was Rs. 532.47 million and the loans are repayable on demand. The rate of interest and terms of such loan, prima facie, are not prejudicial to the interest of the Company.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchase of 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 weakness in internal control system.

v) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions 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, the transactions made in pursuance of contracts or arrangements entered in the register under Section 301 have been made at prices which are reasonable having regard to prevailing market prices, to the extent comparable prices were available, at the relevant time.

vi) In the case of public deposits received by the Company in the earlier years and remaining unclaimed, the directives issued by the Reserve Bank of India and the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules 1975 have been Compiled with. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

vii) In our opinion, the company has an internal audit system commensurate with the size of the company and the 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 the cost records under clause (d) of Sub Section (1) of Section 209 of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been maintained. We are, however, not required to and have not carried out any detailed examination of such accounts and records with a view to determining whether they are accurate or complete.

ix) (a) According to the records examined by us , the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investors education and protection fund, employees state insurance, income tax, sales-tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues wherever applicable. According to the information and explanations given to us, no undisputed arrears of statutory dues were outstanding as at 31st March, 2013 for a period of more than six months from the date they became payable.

(b) According to the records of the Company, the dues of customs, service tax, excise duty, cess which have not been deposited on account of disputes and the forum where the dispute are pending are as under:

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

1 Central Excise Excise Duty 1.26 Act, 1944 Excise Duty 0.88

Excise - EOU 0.80

Excise Duty 280.61

Excise Duty 115.91

Excise Duty 7.36

Excise Duty 0.30

Excise Duty 2.58

Excise Duty 0.57

Excise Duty 0.27

CENVAT on R&D 145.26 Input Services

CENVAT on R&D 23.16 Input Services

2 Customs Act, Custom Duty 6.24 1962 Interest

Custom Duty 6.05 Interest

3 Service Tax, Service Tax 2.76 Finance Act, 1994

Service Tax 0.08 on Foreign Payments

Name of the Statute Period to which the Forum Where dispute is pending amount relates

Central Excise Act 1944 April 2001 to March Joint Commissioner, Pune 2002

Mar-97 Commissioner (Appeal), Meerut

April, 2007 to Commissioner (Appeal), Hapur November 2007

April, 2006 to March CESTAT, New Delhi 2010

April 2007 to March, Commissioner, Meerut 2011

April 2007 to October Commissioner, Meerut 2011

April 2007 to March, Commissioner (Appeal), Pune 2009

Sep 07 to March 2011 Additional Commissioner, Meerut-II

Nov 11-Aug 2012 Assistant Commissioner, Hapur

Sep 2011 - Nov 2011 Commissioner, Mysore

April 2006 to March, CESTAT, New Delhi 2011

April 2011 to March, Commissioner, Noida 2012

Customs Act 1962 2001-2009 A. C. Custom ICD Patparganj

2002-2008 A. C. Custom ICD Delhi

Service Tax Finance Act 1994 Oct 07 to March 2011 Additional Commissioner, Noida

April 2007 to March, Assistant Commissioner, Noida 2009

The above table excludes the disputed cases pertaining to the businesses demerged into Jubilant Industries Ltd pursuant to the Scheme of Amalgamation and Demerger as sanctioned by Hon''ble Allahabad High Court in the earlier year, though some of the same are still being pursued in the Company''s name.

x) There are no accumulated losses of the Company as at 31st March, 2013. The company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

xi) Based on our audit procedures and on the basis of the information and explanations given to us by the management, we are of the opinion that the company has not defaulted in repayment of dues to any financial institution, bank or debenture holders/bond holders.

xii) Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans and/ or advances on the basis of security by way of pledge of shares, debentures and other securities. Hence, paragraph 4(xii) of order is not applicable.

xiii) In our opinion, the Company is not a Chit Fund/Nidhi/ Mutual Fund/Society. Therefore, the provisions of paragraph 4 (xiii) of the Order 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 are not applicable to the Company. However, all investments have been held by it in its own name or its nominees.

xv) According to the information and explanations given to us, Company has given guarantees for loans taken by others (the step down subsidiary companies) from Banks and the terms of such guarantees are not prejudicial to the interest of the company.

xvi) According to the information and explanations given to us, the term loans raised during the year have been applied, to the extent used, for the purpose for which they were raised and the balance moneys, pending utilisation, are lying in Current Accounts/Deposits with the banks.

xvii) According to the information & explanation given to us and on an overall examination of the Balance Sheet of the company, we report that the 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 during the year to parties/companies covered in the register maintained under section 301 of the Companies Act, 1956.

xix) During the year covered by our audit report, the Company has not issued secured debentures.

xx) The company has not raised money by Public Issue during the year.

xxi) Based upon the audit procedures performed and as per the information and explanations given by the management to us, we report that no fraud on or by the Company has been noticed or reported during the course of our audit for the year ended 31st March, 2013.

For K.N. Gutgutia & Co.

Firm Registration Number: 304153E

Chartered Accountants

B.R. Goyal

Place : Noida Partner

Date : 7th May, 2013 Membership No. 12172


Mar 31, 2012

1. We have audited the attached Balance Sheet of JUBILANT LIFE SCIENCES LIMITED ('the Company') as at 31st March, 2012 and the related Statement of Profit and Loss for the year ended on that date annexed thereto, and the Cash Flow Statement of the company for the period ended on that date, which we have signed under reference to this report. 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 (Auditors' Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, and on the basis of such checks as considered appropriate and according to the information and explanation given to us during the course of our audit, we enclose in the Annexure hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

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

e) According to the information and explanation given to us and on the basis of written representations received from the directors as on 31st March, 2012 of the Company and taken on record by the Board of Directors, we report that none of the directors is disqualified, as on 31st March, 2012, from being appointed as a director in terms of clause (g) of Sub Section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said Financial Statements, read together with the notes and Significant Accounting Policies thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012.

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

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

ANNEXURE TO THE AUDITORS' REPORT Re: JUBILANT LIFE SCIENCES LIMITED

Referred to in paragraph 3 of our report of even date on the accounts of the Company for the year ended 31st March, 2012.

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

(b) As explained to us, physical verification of fixed assets has been carried out in terms of the phased programme of verification of its fixed assets adopted by the Company and no material discrepancies were noticed on such verification. In our opinion the frequency of verification is reasonable, having regard to the size of the Company and nature of its business.

(c) During the year the Company has not disposed off any substantial/ major part of fixed assets.

ii) (a) The inventory has been physically verified, during the year, by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical 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) On the basis of our examination of inventory records, in our opinion, the Company is maintaining proper records of inventory. In our opinion, discrepancies noticed on physical verification of stocks as compared to book records were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

iii) (a) There are only two Companies(Subsidiaries) covered in the register maintained under section 301 of the Companies Act,1956 to whom the Company has granted loans. The maximum amount involved during the year was Rs. 2,096.87 million (including the opening balance) and the year end total balance of loans granted to such parties was Rs. 1,803.55 million.

(b) In our opinion the rate of interest(wherever leviable) and other terms and condition on which loan were granted to the said Companies listed in register maintained under section 301 of the Companies Act, 1956 are not prima facie, prejudicial to the interest of the Company.

(c) The parties pay principal amounts as and when demanded and the parties were regular in the matter of payment of interest, wherever applicable.

(d) There is no overdue amount of loan granted to the said companies.

(e) The Company had taken short term loan from one company covered in the register maintained under section 301 of the Companies Act, 1956. The amount involved were Rs. 120 million and the maximum balance was Rs. 120 million during the year and the year end balance was Rs. 65 million and the loan is repayable on demand. The rate of interest and terms of such loan, prima facie, are not prejudicial to the interest of the Company.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchase of 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 weakness in internal control system.

v) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions 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, the transactions made in pursuance of contracts or arrangements entered in the register under Section 301 have been made at prices which are reasonable having regard to prevailing market prices, to the extent comparable prices were available, at the relevant time.

vi) In the case of public deposits received by the Company in the earlier years and remaining unclaimed, the directives issued by the Reserve Bank of India and the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules 1975, have been Compiled with. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

vii) In our opinion, the company has an internal audit system commensurate with the size of the company and the 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 the cost records under clause (d) of Sub Section (1) of Section 209 of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been maintained. We are, however, not required to and have not carried out any detailed examination of such accounts and records with a view to determining whether they are accurate or complete.

ix) (a) According to the records examined by us , the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investors education and protection fund, employees state insurance, income tax , sales- tax , wealth tax, service tax, custom duty, excise duty, cess and other statutory dues wherever applicable. According to the information and explanations given to us, no undisputed arrears of statutory dues were outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable.

(b) According to the records of the Company, the dues of customs, service tax, excise duty, cess which have not been deposited on account of disputes and the forum where the disputes are pending are as under: Name of the Nature of the Dues Amount Period to which the Forum Where dispute is Statute (Rs in million) amount relates pending

1 Central Excise Excise Duty 1.26 April 2001 to March 2002 Joint Commissioner, Pune Act, 1944

Excise Duty 3.70 April 2004 to July 2005 Additional Commissioner, Pune

Excise Duty 0.42 March 1997 Additional Commissioner Meerut

Excise Duty 1.27 February 2003 to Commissioner, Meerut September 2004

Excise - EOU 0.31 April, 2007 to November Deputy Commissioner, 2007 Hapur

CENVAT on R&D 72.63 April 2006 to March, 2011 Commissioner, Noida Input Services

Excise Duty 1 40.43 April 2006 to March, 2011 Commissioner, Meerut

Excise Duty 1 15.91 April 2007 to March, 2011 Commissioner, Meerut

2.Customs Act, Custom Duty 26.11 April, 2002 to October , A. C. Custom ICD, 1962 Interest 2005 Tuglakabad

Custom Duty 69.18 August, 2004 to February, A.C. Customs, Mumbai Interest 2009

Custom Duty 7.70 2002-2008 Additional Commissioner, Interest Delhi

3.Service Tax , Service Tax 0.35 April, 2003 to March 2004 Asstt. Commissioner, Finance Act, 1994 Hapur

Service Tax on 23.22 April 2006 to March, 2007 CESTAT, New Delhi Foreign Payments

Service Tax on 0.89 October 2009 to March, Assistant Commissioner, Foreign Payments 2010 Noida

The above table excludes the disputed cases pertaining to the businesses demerged into Jubilant Industries Ltd pursuant to the Scheme of Amalgamation and Demerger as sanctioned by Hon'ble Allahabad High Court in the previous year, though the same are still being pursued in the Company's name.

x) There are no accumulated losses of the Company as at 31st March 2012. The company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

xi) Based on our audit procedures and on the basis of the information and explanations given to us by the management, we are of the opinion that the company has not defaulted in repayment of dues to any financial institution, bank or debenture holders/bond holders.

xii) Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans and/ or advances on the basis of security by way of pledge of shares, debentures and other securities. Hence, paragraph 4(xii) of order is not applicable.

xiii) In our opinion, the Company is not a Chit Fund/Nidhi/ Mutual Fund/Society. Therefore, the provisions of paragraph 4 (xiii) of the Order 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 are not applicable to the Company. However, all investments have been held by it in its own name or its nominees.

xv) According to the information and explanations given to us, Company has given guarantees for loans taken by others (by the step down subsidiary companies) from Banks and the terms of such guarantees are not prejudicial to the interest of the company.

xvi) According to the information and explanations given to us, the term loans raised during the year have been applied, to the extent used, for the purpose for which they were raised and the balance moneys pending utilisation are lying in Current Accounts/Deposits with the banks.

xvii) According to the information & explanation given to us and on an overall examination of the Balance Sheet of the company, we report that the 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 during the year to parties/companies covered in the register maintained under section 301 of the companies Act, 1956.

xix) During the year covered by our audit report, the Company has not issued secured debentures.

xx) The company has not raised money by Public Issue during the year.

xxi) Based upon the audit procedures performed and as per the information and explanations given by the management to us, we report that no fraud on or by the Company has been noticed or reported during the course of our audit for the year ended 31st March, 2012.

For K.N. GUTGUTIA & COMPANY

Firm Registration Number: 304153E

Chartered Accountants

B.R. GOYAL

Place : Noida Partner

Date : 7th May, 2012 Membership No. 12172


Mar 31, 2010

1. We have audited the attached Balance Sheet of JUBILANT ORGANOSYS LIMITED as at 31st March, 2010 the related Profit and Loss Account for the year ended on that date annexed thereto, and the Cash Flow Statement of the Company for the period ended on that date, which we have signed under reference to this report. 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.

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 (Auditors Report) Order, 2003 issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, and on the basis of such checks as considered appropriate and according to the information and explanation given to us during the course of our audit, we enclose in the Annexure hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

c) The Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by the report are in agreement with the Books of Account of the Company.

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

e) According to the information and explanation given to us and on the basis of written representations received from the Directors as on 31st March, 2010 of the Company and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2010, from being appointed as a Director in terms of clause (g) of Sub Section (1) of Section 274 of the Companies Act, 1956.

f) The Company has received proper returns from branches not visited by us.

g) In our opinion and to the best of our information and according to the explanations given to us, the said Accounts, and read together with the notes and Significant Accounting Policies there on give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010.

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

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

ANNEXURE TO THE AUDITORS REPORT

Referred to in paragraph 3 of our report of even date on the accounts of the year ended 31st March, 2010.

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

(b) In our opinion, physical verification of fixed assets has been carried out in terms of the phased programme of verification of its fixed assets adopted by the Company and no material discrepancies were noticed on such verification. In our opinion the frequency of verification is reasonable, having regard to the size of the Company and nature of its business.

(c) During the year the Company has not disposed off any substantial/ major part of fixed assets.

ii) (a) The inventories have been physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical 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. In our opinion, discrepancies noticed on physical verification of stocks were not material in relation to the operations of the Company.

iii) (a) There are only two companies covered in the register maintained under Section 301 of the Companies Act, 1956 to which the Company has granted loan. The maximum amount involved during the year was ` 3,803.33 million (including the opening balance) and the year end total balance of loans granted to such parties was ` 1,361.80 million.

(b) In our opinion the rate of interest and other terms and condition on which loan were granted to the said Companies listed in register maintained under Section 301 of the Companies Act, 1956 are not prima facie, prejudicial to the interest of the Company.

(c) One of the said parties have repaid principal amounts on demand and the parties were regular in the matter of payment of interest.

(d) There is no overdue amount of loan granted to the said Company.

(e) The Company had not taken any loan from any Company covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraph 4 (iii) (e), (f) & (g) of the Order are not applicable.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchase of 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 weakness in internal control system.

v) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions 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, the transactions made in pursuance of contracts or arrangements entered in the register under Section 301 have been made at prices which are reasonable having regard to prevailing market prices, wherever comparable prices are available, at the relevant time.

vi) In the case of public deposits received by the Company, the directives issued by the Reserve Bank of India and the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975 have been Compiled with. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

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

viii) The Central Government has prescribed maintenance of the Cost Records under Section 209(1) (d) of the Companies Act, 1956 in respect to the Companies certain products. We have broadly reviewed the books of account maintained by the Company pursuant to the Order made by the Central Government for the maintenance of the cost records for certain products of the Company and are of the opinion that prima facie the prescribed accounts and records have been maintained. We are, however, not required to and have not carried out any detailed examination of such accounts and records.

ix) (a) According to the records examined by us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investors education and protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues wherever applicable. According to the information and explanations given to us, no undisputed arrears of statutory dues were outstanding as at 31st March, 2010 for a period of more than six months from the date they became payable.

(b) According to the records of the Company, the dues of sale tax, income tax, custom duty, wealth tax, service tax, excise duty, cess which have not been deposited on account of disputes and the forum where the dispute is pending are as under:

Name of the Statute Nature of Amount

the Dues `/million

1 Central Excise Act, 1944 Excise Duty 1.26

Excise Duty 3.70

Excise Duty 0.42

Excise Duty 1.27

Excise - EOU 0.31

CENVAT 1.84

Excise Penalty 0.01

CENVAT 0.30

2. Customs Act, 1962 Custom Duty + Interest 82.26

Custom Duty + Interest 11.64

Custom Duty + Interest 3.03

3. Service Tax, Finance Service Tax 0.35 Act, 1994 Service Tax 29.24

4 Central Sales Tax Sales Tax Penalty 0.24

Act, 1956 and Sales Tax Sales Tax Demand 0.97

Acts of Various States Sales Tax Penalties 0.10

Sales Tax Penalties 0.12

Period to which Forum Where name of the Statte the amount relates dispute is pending

1 Central Excise April 2001- March 2002 Joint Commissioner, Pune Act, 1944 April 2004 to July 2005 Additional Commissioner, Pune

March 1997 Additional Commissioner, Meerut

February 2003 to September 2004 Commissioner, Meerut

April 2007 to November 2007 Deputy Commissioner, Hapur

April 2003 to March 2005 Tribunal, New Delhi. (Appeal being file

April 2006 Govt. of India

March 2003 to March 2007 Excise Tribunal, Ahmedabad

2. Customs Act, 1962 April 2002 to October 2005 A. C. Custom ICD, Tuglakabad

February 2002 to February 2010 A.C,Customs, Kandla

August 2004 to February 2009 A.C. Customs, Mumbai

3. Service Tax, April 2003-March Finance 2004 Asstt. Commissioner, Act,1994 Hapur

April 2004 to May 2006 Commissioner, Noida

1983-1984 Supreme Court

1996-2001 Cuttack Tribunal

2009-10 D.C., Hasanpur

2008-09 Trade Tax Tribunal, Moradabad

x) There are no accumulated losses of the Company as at 31st March, 2010. The Company has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

xi) Based on our audit procedures and the information given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institution, bank or debenture holders.

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

xiii) The provisions of any special statute as specified under paragraph (xiii) of the Order 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 (Auditors Report) Order, 2003 are not applicable to the Company. However, all investments have been held by it in its own name or nominees.

xv) According to the information and explanations given to us, Company has given guarantees for loans taken by others (by the step down subsidiary companies) from Banks and the terms of such guarantees are not prejudicial to the interest of the Company.

xvi) According to the information and explanations given to us, the term loans raised during the year have been applied (including for investments) for the purpose for which they were raised.

xvii) According to the information & explanation given to us and on an overall examination of the Balance Sheet of the Company, we report that the 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 during the year to parties/companies covered in the register maintained under Section 301 of the Companies Act, 1956.

xix) During the year covered by our audit report the Company has not issued secured debentures.

xx) The Company has not raised any money by Public Issue during the year.

xxi) Based upon the audit procedures performed and as per the information and explanations given to us 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 K. N. Gutgutia & Company Firm Registration Number : 304153E Chartered Accountants

B. R. Goyal Partner Membership No. 12172

Place : Noida Date : 10th May, 2010

 
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