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Auditor Report of Jyoti Ltd.

Mar 31, 2016

To the Members of JYOTI LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Jyoti Limited ("the company”), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss and 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 and financial performance 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 the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone Financial Statements based on our audit.

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

We conducted our audit in accordance with the Standards on Auditing 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 true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company’s Directors, as well as evaluating the overall presentation of the Financial Statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2016, and its Loss and its cash flow for the year ended on that date.

Emphasis of Matters

a) Note No.26(17) & (18) in the financial statements which indicate that, the Net Worth of the Company had become negative since the financial year 2013-14, the Company, in compliance with the provisions of Section 15(1) of Sick Industrial Companies (Special Provisions) Act, 1985, made a reference to Board of Industrial and Financial Reconstruction ( BIFR). The Company has received the letter dated 17th October, 2014 from BIFR for registration under Section 15 (1) of SICA Act, 1985. The Hon. BIFR, in the hearing held on 05.10.2015, declared the Company a Sick Industrial Company in terms of Section 3 (1) (o) of the Sick Industrial Companies (Special Provisions) Act, 1985 and appointed the lead bank, Central Bank of India as Operating Agency (OA) under section 17(3) of the Act to examine the viability of the Company and for formulating a Draft Rehabilitation Scheme (DRS) for revival of the Company. As the DRS submitted is under consideration of the banks, no effect of the restructuring proposal is considered in the books of account.

In view of continued losses, total erosion of the Net Worth, Current Liabilities Exceeds Current Assets, Liquidity constraint and Inability to comply with the terms of loan agreements, there is an uncertainty about the Company’s ability to continue as a going concern. However, the management is very positive about its viability, in lines with the DRS proposal and Techno Economic Viability Study (TEV) submitted to the lenders. The company is optimistic about its future and in view of the Company’s ability to continue to execute its orders, despite adversities, it expects that Company’s financials will show a marked improvement once the DRS proposal is accepted and implemented by the lenders and the Hon. BIFR. In view thereof, the Financial Statements have been prepared by the Management on a ‘Going Concern’ basis. No adjustment is considered necessary by the Management to the recorded assets, recorded liabilities, contingent liabilities and other commitments for the reasons and perception of the Management.

b) Note No.26(12)(a)&(b) and 26(15) of the financial statements regarding recoverability of Trade Receivables, Advances and Impairment of Assets other than those provided for during the year, which has been considered good by the Management, in view of reasons stated therein.

Our opinion is not modified in respect of these matters.

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 Companies Act 2013, 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 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) the matters described in sub-paragraph (a) & (b) under the Emphasis of Matters paragraphs above, in our opinion, may have an effect on the functioning of the Company;

f) on the basis of written representations received from the directors as on 31st March, 2016, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016, from being appointed as a director in terms of Section 164(2) of the Act;

g) the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial control over financial reporting were operating effectively as at 31st March, 2016, based on the internal control over financial reporting criteria established by the Company. Refer to our separate report in Annexure “B”; and

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

i) the Company has disclosed the impact of pending litigations on its financial position in its financial statements as referred to note no 26 (3).

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 derivatives contracts.

iii) there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company except dividend under dispute amounting to Rs. 2 lakhs, which is subjudice.

iv) Share application money of Rs. 1980 lakhs, which is outstanding since financial year 2013-14. We have been given to understand by the Management that it will be converted into share capital on approval of appropriate authorities.

Annexure-A to Auditors’ Report

Annexure Referred to in Independent Auditors’ Report to the members of the Company on the standalone financial statements for the year ended 31st March 2016, we report that:

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

(b) Fixed Assets have been physically verified by the Management during the year as per the phased programme of physical verification of fixed assets. As informed to us, the programme is such that all the fixed assets will get physically verified in three years time. In our opinion the same is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) According to the information and explanation given to us and on the basis of our examination of the records of the company, the title deeds of immovable properties are held in the name of the Company.

(ii) As explained to us, the inventory (except those lying with contractors and at sites of the company) has been physically verified by the Management at the year end. According to the information and explanations given to us, there was no material discrepancies were noticed on such physical verification of inventory as compared to the book records.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Hence, provisions of sub clauses (iii) (a), (b) & (c) are not applicable to the Company.

(iv) According to information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respects of loans, investments, guarantees and security.

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

(vi) To the best of our Knowledge and explanations provided by the management, the maintenance of cost records has been prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013. Such accounts and records have been made and are maintained by the Company.

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

(a) The Company has been generally regular in depositing undisputed statutory dues including provident fund, employees’ state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other material statutory dues to the appropriate authorities during the year. Based on our audit procedures and according to the information and explanation given to us, there are no arrears of statutory dues which has remained outstanding as at 31st March, 2016 for a period of more than six months from the date they became payable, except Sales Tax payable amounting to Rs. 266.53 lakhs and gratuity payable amounting to Rs. 151.80 lakhs.

(b) According to the information and explanations given to us and on the basis of the records produced before us by the Company, except for the cases stated below, there are no material dues payable in respect of income tax or sales tax or service tax or duty of customs or duty of excise and value added tax which have not been deposited on account of any dispute.

Sr. no

Name of the Statute & Nature of Dues

Total Demand (Rs. lakhs)

Period

Forum where dispute is pending

1

Income TaxAct, 1961 (Income Tax)

3025.89

2012-13

Commissioner of Income Tax (Appeals)

2

The Central Excise Act,1944 (Excise Duty)

5.74

2006 To Jan, 11

Central Excise & Service Tax Appellate Tribunal - A’ Bad.

3.02

Feb 2011 To Dec, 2011

Central Excise & Service Tax Appellate Tribunal - A’ Bad.

3

The Finance Act,1994 ( Service Tax)

1.60

Dec,04 To Nov,09

Central Excise & Service Tax Appellate Tribunal - A’ Bad.

0.58

May,10 To Feb,11

Central Excise & Service Tax Appellate Tribunal - A’ Bad.

0.67

Mar,11 To Jan, 12

Central Excise & Service Tax Appellate Tribunal -A’ Bad.

0.29

Feb,12 To Dec, 12

Central Excise & Service Tax Appellate Tribunal - A’ Bad.

0.09

Jan,13 To Sep,13

Central Excise & Service Tax Appellate Tribunal -A’ Bad.

0.10

Sep, 13 To June ,14

The Superintendent, Central Excise, Customs and Service Tax, Vadodara

3.09

1/4/2005 To 31/3/2010

Central Excise & Service Tax Appellate Tribunal - A’ Bad.

4

Gujarat Value Added Tax,2003

10.38

Apr,10 To Mar,11

Deputy Commissioner (Appeal), Vadodara

5

Karnataka Value Added Tax,2003

51.70

Apr,09 To Mar,10

Joint Commissioner of Commercial Taxes, Bangalore.

(viii) (a) Based on our audit procedures and as per the information and explanations given by the Management, the Company has delayed in payment of interest on Term Loans, repayment of principal on Term Loans, letters of Credit to Banks and Technology Development Board’s Loan. The following are the details of the delays:

Particulars

Amt during the

Period of Delays

year (Rs. Lakhs)

(in days)

Various Bank - Interests on Term Loans

4160.23

up to 90 days

Various Bank - Letters of Credit

4369.10

up to 90 days

Various Bank - Installment of Term Loans

2282.44

up to 90 days

Technology Development Board -

25.00

up to 90 days

Loan Installments

TOTAL AMOUNT

10836.77

(b) The Company has overdue amount as on 31st March, 2016 on account of interest on various Term Loans, Working Capital Demand Loans, letters of Credit and Installment of Funded Interest Term Loan ofRs. 12379.19 lakhs.

_Rs. Lakhs

Particulars

Period of Default (in days)

Amt. during the year

Up to 90 days

Above 90 days

Various Bank - Interests on Term Loans

Various Bank - Letters of Credit

Various Bank - Installment of Term Loans

Technology Development Board — Installment

2313.14

2222.71

1267.00

111.11

1136.02

3167.71

2053.50

108.00

3449.16

5390.42

3320.50

219.11

TOTAL AMOUNT

5913.96

6465.23

12379.19

(ix) The Company did not raised money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3(ix) of the Order is not applicable.

(x) As per information and explanations given to us, no material fraud by the Company or any fraud on the Company by its officers or employees has been noticed or reported during the course of our audit.

(xi) The managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of sections 198, 269, 309 and 310 read with Schedule xiii to the Companies Act, 1956.

(xii) In our opinion and according to the information and explanation given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) According to information and explanation given to us, transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details of such transactions have been disclosed in the financial statements etc., as required by the applicable accounting standards.

(xiv) According to information and explanation 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 under review.

(xv) According to information and explanation 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) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

Annexure - B to the Auditors’ Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

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

Management’s Responsibility for Internal Financial Controls

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

Auditors’ Responsibility

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

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

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

Meaning of Internal Financial Controls Over Financial Reporting

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

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

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

Emphasis of Matters

The accounts of Trade Receivables, Trade Payables and Advances are subject to reconciliation/ confirmation. The Management does not expect any material difference affecting the financial statements on reconciliation. In our opinion, this may have an effect on the functioning of the Company.

However, our opinion is not modified in respect of these matters.

For V. H. Gandhi & Co.

Chartered Accountants

Firm Reg. No. 103047W

Vijay H. Gandhi

Vadodara

Proprietor

30th May, 2016 M. No. 35581


Mar 31, 2015

We have audited the accompanying financial statements of JYOTI 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 significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these 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 amount sand 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 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 accounting policies used and the reasonableness of the accounting estimates made by 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 financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 loss and its cash flows for the year ended on that date.

Emphasis of Matters

a) Note No.26(16) in the financial statements which indicates that, since the Net Worth of the Company had become negative at the end of previous year, the Company, in compliance with the provisions of Section 15(1) of Sick Industrial Companies (Special Provisions) Act, 1985, made a reference to Board of Industrial and Financial Reconstruction (BIFR). The Company has received the letter dated 17th October, 2014 from BIFR for registration under Section 15 (1) of SICAACT, 1985. The Company has already initiated the process of declaring itself as a Sick Company.

In view of continued losses, total erosion of the Net Worth and Liquidity constraint, there is an uncertainty about the Company's ability to continue as a going concern. However, the Management believes that considering the change in overall industrial outlook, current performance and trends of the Company as well as efforts put in forcost reduction and collection from receivables and measures initiated by the Company for rehabilitation through BIFR, the Management is optimistic of the future and therefore, the Financial Statements have been prepared by the Management on a 'Going Concern' basis. No adjustment is considered necessary by the Management to the recorded assets, recorded liabilities, contingent liabilities and other commitments for the reasons and perception of the Management.

b) Note No.26(17) and 26(12) (a)& (b) of the financial statements regarding recoverability of Trade Receivables, Advances and Impairment of Assets other than those provided for during the year, which has been considered good by the Management, in view of reasons stated therein.

Our opinion is not qualified / modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

In the Annual General Meeting held on 22nd September, 2014, the ordinary resolutions for adopting the financial statements for the year ended on 31st March, 2014 and our re-appointment as Auditors of the Company for the financial years ending 31st March, 2015 to 31st March, 2017, were not passed as votes cast against were more than votes cast in favor of the resolutions. As per the provisions of Section 139(10) of the Companies Act, 2013, present statutory auditors would continue to be the auditors of the Company. Accounts of previous year are not adopted in Annual General Meeting, which is adjourned sine die. Audited closing balances of the previous year accounts are taken as opening balance for the current year. Please refer Note no. 26 (21 & 22) of the financial statements.

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 Companies Act 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the said Order to the extent applicable to the Company.

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 appears from our examination of those books.

c) The Balance Sheet, the 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 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) The matters described in sub-paragraph (a) &(b) under the Emphasis of Matters paragraph above, in our opinion, may have an effect on the functioning of the Company.

f) On the basis of 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.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements, as referred to note no 26 (3).

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any an das required on long term contracts including derivative contracts.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by theCompany except dividend under dispute amounting to Rs, 2 lakhs, which is sub juice.

iv. Share Application Money of Rs, 1980 lakhs outstanding as at the end of previous accounting year. We have been given to understand by the Management that such application money will be allotted, subject to approval of shareholders and appropriate authorities.

Annexure to Independent Auditors' Report -

Re : Jyoti Limited

referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory

Requirements" of our report of even date, We state that :-

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

(b) Fixed Assets have been physically verified by the Management during the year as per the phased programmed of physical verification of fixed assets. As informed to us, the programmed is such that all the fixed assets will get physically verified in three years time. In our opinion the same is reasonable having regard to the size of the Company and the nature of its business. No material discrepancies were noticed on such verification.

(ii) (a) The inventory (except those lying with contractors and at Sites) has been physically verified during the year by the Management at reasonable intervals.

(b) The procedures of physical verification of inventory followed by the Management are generally 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. No material discrepancies were noticed on physical verification.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Therefore, the requirements of sub clauses (a) & (b) of (iii) are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is inadequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. There is no continuing failure to correct major weaknesses in internal control system.

(v) In our opinion and as per information and explanations given to us, the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under, where applicable, have been duly complied by the Company. We are informed by the Management that, 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.

(vi) Central Government has specified the maintenance of cost records under sub-section (1) of Section 148 of the Companies Act, 2013. Such accounts and records have been made and maintained by the Company.

(vii) (a) According to the records of the Company, it is generally regular in depositing with appropriate authorities, undisputed statutory dues including Provident Fund, Employee' State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Custom Duty, Excise Duty, Value Added Tax, Cess and any other statutory dues applicable to it. We are informed that there are no undisputed statutory dues as at the year end, outstanding for a period of more than six months from the date they became payable, except Sales Tax payable amounting to Rs, 165.57 lakhs.

(b) According to the Records of the Company, the following disputed dues of income tax or sales tax or wealth tax or service tax or customs duty or excise duty or value added tax or cess have not been deposited as under.

Sr. Name of the Statute Total Demand Period Forum where dispute is pending no &Nature of Dues (Rs,lakhs)

1 Income TaxAct, 1961 *22.18 2000-01 Income Tax Appellate Tribunal (Income Tax)

2 Income Tax Act, 1961 *10.13 2001-02 Income Tax Appellate Tribunal (Income Tax)

3 Income Tax Act, 1961 * 4.50 2002-03 Income Tax Appellate Tribunal (Income Tax)

4 Income Tax Act, 1961 *7.83 2004-05 Income Tax Appellate Tribunal (Income Tax)

5 Income Tax Act, 1961 * 20.96 2006-07 Income Tax Appellate Tribunal (Income Tax)

6 Income Tax Act, 1961 * 20.90 2008-09 Income Tax Appellate Tribunal (Income Tax)

7 Income Tax Act, 1961 * 5.21 2010-11 Commissioner of Income Tax (Income Tax) (Appeals)

8 The Central Excise 5.74 2006To Central Excise Service Tax Act,1944 (Excise Duty) Jan,11 Appellate Tribunal- A'Bad. 3.02 Feb,11To Central Excise& Service Tax Dec,11 Appellate Tribunal - Abad.

9 The Finance Act, 1994 0.58 May,10To Central Excise Service Tax (Service Tax) Feb,11 Appellate Tribunal -Abad. 1.60 Dec,04To Central Excise& Service Tax

Nov,09 Appellate Tribunal - Abad.

Sr. No Name of the Statute Total Demand Period Forum where dispute is pending no & Nature of Dues (Rs.lakhs)

3.09 Apr,05To Central Excise & Service Tax Mar,10 Appellate Tribunal-A'Bad.

0.67 Mar, 11 To Central Excise & Service Tax

Jan,12 Appellate Tribunal-A'Bad.

0.29 Feb,12 To Central Excise & Service Tax Dec,12 Appellate Tribunal-A'Bad.

0.09 Jan,13 To Central Excise & Service Tax Sep,13 Appellate Tribunal-A'Bad.

0.10 Sept,13 To The Superintendent, Central Excise Jun,14 Customs & Service Tax- Vadodara

- Note :-Amount deposited.

(c) There has been no delay in transferring amounts required to be transferred, to the Investor Education and Protection Fund by the Company except dividend amounting to " 2.00 lakhs, which is sub juice.

(viii) The Company's accumulated losses at the end of the financial year have eroded its entire net worth. The Company has incurred cash losses during the current and preceding financial year. (Refer Note No. 26(16)).

(ix) (a) Based on our audit procedures and as per the information and explanations given by the Management, the Company has delayed payment of interest and repayment of principal dues and Letters of Credit to Banks. The following are the details of the delays:

Particulars Amt during the Period of Delays year (" Lakhs) (in days)

Various Bank - Interests on Term Loans 1,524.06 up to 90 days

Various Bank - Letters of Credit 478.33 up to 90 days

Various Bank- Installment of Term Loans 525.00 upto 90 days

TOTAL AMOUNT 2,527.39

(b) The Company has overdue amount as on 31st March, 2015 on account of interest on various Term Loans, Working Capital Demand Loans, Letters of Credit and Installment of Funded Interest Term Loan of" 1853.48 lakhs (since paid " 1282.46 lakhs). The Company has not taken any Loan from a financial institution or debenture holders.

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

(xi) In our opinion and based on information and explanations given to us by the Management, the term loans were applied for the purpose for which they were obtained.

(xii) As per information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For V. H. Gandhi & Co.

Chartered Accountants

Firm Reg. No. 103047W



Vijay H. Gandhi

Vadodara Proprietor

30th May, 2015 M.No. 35581


Mar 31, 2014

We have audited the accompanying financial statements of Jyoti 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 principles generally accepted in India including 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 dt:-13-09-2013 of the Ministry of Corporate Affairs in respect of section 133 of the Company''s 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.

Auditors'' 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 entity''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is 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 aforesaid 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 Loss for the year ended on that date; and

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

Emphasis of Matters

Without qualifying our opinion, we draw attention to :

1. Note No. 26(17) to the Financial Statements in respect to material uncertainty about the Company''s ability to continue as a going concern in view of continued losses and total erosion of the net worth as at the year end. The Financial Statements have been prepared by the Management on a ''Going Concern'' basis. No adjustment is considered necessary by the Management to the recorded assets, recorded liabilities, contingent liabilities and other commitments for the reasons and perception of the Management stated therein. Please also refer Note No. 26(15).

2. Note No. 26(18) regarding recoverability of trade receivables and advances, other than those provided for during the year, which has been considered good by the Management in view of reasons stated therein. Please also refer Note No.26(13) in this regard.

Report on Other Legal and Regulatory Requirements

1. 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.

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, 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 Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 read with the general circular 15/2013 dt: 13-09-2013 of the Ministry of Corporate Affairs in respect of section 133 of the Company''s 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.

Annexure to Independent Auditors'' Report – referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date, We state that :-

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

(b) Fixed Assets have been physically verified by the Management during the year as per the phased programme of physical verification of fixed assets. As informed to us, the programme is such that all the fixed assets will get physically verified in three years time. In our

opinion the same is reasonable having regard to the size of the Company and the nature of its fixed assets. No material discrepancies were noticed on such verification.

(c) No substantial part of fixed assets has been disposed off during the year.

(ii) (a) The inventory (except those lying with contractor and at sites) has been physically verified during the year by the Management at reasonable intervals.

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

(c) The Company is maintaining proper records of inventory. No material discrepancies have been noticed on physical verification of stocks.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Hence, provisions of sub clauses 4 (iii) (b), (c) & (d) are not applicable to the Company.

(b) According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Hence, provision of sub clauses 4 (iii) (f) & (g) are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory, fixed assets and for the sale of goods and services and there is no continuing failure to correct major weaknesses in internal control system.

(v) (a) The particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been so entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding the value of Rs. 5.00 lakhs have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and as per information and explanations given to us, the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed thereunder, where applicable, have been duly complied by the Company. We are informed by the Management that No order has been passed by the Company Law Board, 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. However, there is a scope for increasing the coverage so as to be commensurate with its size and nature of its business.

(viii) We have broadly reviewed the books of account and records maintained by the Company relating to manufacture of Electric Motors & Generators and Power Driven Pumps, Generating Sets, Switchgears and Relays pursuant to the order made by the Central Government for the maintenance of 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 made and maintained. We have, however, not made a detail examination of the records with a view of determining whether they are accurate or complete. 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 for any other product of the Company.

(ix) (a) According to the records of the Company, it is generally regular in depositing with appropriate authorities, undisputed statutory dues including Provident Fund, Investor Education and

Protection Fund, Employee'' State Insurance, Income Tax, Sales Tax, Service Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and any other statutory dues applicable to it. We are informed that there are no undisputed statutory dues as at the year end, outstanding for a period of more than six months from the date they became payable, except Sales Tax payable amounting to Rs. 495.73 lakhs, since paid Rs. 254.95 lakhs.

(b) According to the records of the Company the following disputed dues of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Service Tax, Excise Duty, Cess have not been deposited as under:-

(Rs. lakhs)

Sr. Name of the Statute Total Demand Period Forum where dispute is pending no & Nature of Dues (Rs. lakhs)

1 Income Tax Act, 1961 * 22.18 2000-01 Income Tax Appellate Tribunal (Income Tax)

2 Income Tax Act, 1961 * 10.13 2001-02 Income Tax Appellate Tribunal (Income Tax)

3 Income Tax Act, 1961 * 4.50 2002-03 Income Tax Appellate Tribunal (Income Tax)

4 Income Tax Act, 1961 * 7.83 2004-05 Commissioner of Income (Income Tax) Tax (Appeals)

5 Income Tax Act, 1961 * 0.76 2007-08 Commissioner of Income (Income Tax) Tax (Appeals)

6 Income Tax Act, 1961 5.21 2010-11 Commissioner of Income (Income Tax) Tax (Appeals)

7 The Central Excise 5.74 2006 To Chief Commissioner, Customs, Act,1944 (Excise Duty) Jan,11 Excise & Service Tax Appellate Tribunal - A''Bad. 3.02 Feb,11 To Chief Commissioner, Customs, Dec,11 Excise & Service Tax Appellate Tribunal - A''Bad.

The Finance Act, 1994 0.58 May,10 To Chief Commissioner, Customs, (Service Tax) Feb,11 Excise & Service Tax Appellate Tribunal - A''Bad. 1.60 Dec,04 To Chief Commissioner, Customs, Nov,09 Excise & Service Tax Appellate Tribunal - A''Bad.

3.09 Apr,05 To Chief Commissioner, Customs, Mar,10 Excise & Service Tax Appellate Tribunal - A''Bad.

0.67 Mar,11 To Chief Commissioner, Customs, Jan,12 Excise & Service Tax Appellate Tribunal - A''Bad.

0.86 May,10 To Dy.Commissioner of Central Excise, Oct,12 Service Tax & Customs – Baroda.

0.29 Feb,12 To Dy.Commissioner of Central Excise, Dec,12 Service Tax & Customs – Baroda.

0.09 Jan,13 To Dy.Commissioner of Central Excise, Sep,13 Service Tax & Customs – Baroda.

* Note :- Amount deposited.

(x) The Company''s accumulated losses at the end of the financial year have eroded its entire net worth. The Company has incurred cash losses during the current and preceding financial year. (Refer note no.26(17))

(xi) Based on our audit procedures and as per the information and explanations given by the Management, the Company could not make repayment of dues in time to Banks in respect of Letter of Credits / Buyer''s Credit.

The following are the details of the delays:

Particulars Amt during the Period of Delays year (Rs. Lakhs) (in days)

Various LCs / Buyers'' Credit Devolved 12722.88 upto 90 days (including Interest of Rs. 453.72 lakhs)

The Company does not have any dues out of above as on 31st March, 2014. The Company has not taken any Loan from a financial institution or debenture holders.

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

(xiii) The Company is not a Chit Fund or a Nidhi/Mutual Benefit Fund/Society. Therefore, the provision of Clauses 4(xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

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

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

(xvi) In our opinion and based on information and explanations given to us by the Management, the term loans have been applied for the purpose of which they were raised.

(xvii) According to the information and explanations given to us, and on an overall examination of the Financial Statements of the Company, we report that funds raised on short-term basis have not been used 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. (Refer note no.26(16))

(xix) The Company has not issued debentures during the year.

(xx) The Company has not raised any funds through Public issue during the year.

(xxi) As per 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 V. H. Gandhi & Co.

Chartered Accountants

Firm Reg. No. 103047W

Vijay H. Gandhi

Vadodara Proprietor

27th May, 2014 M.No. 35581


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Jyoti Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards 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.

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. 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 aforesaid 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, 2013;

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

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

Emphasis of Matters :-

During the year ended on 31/03/2013, the company has incurred Cash Loss of Rs. 2766.41 lakhs. We also draw attention to Notes to Financial Statements, Note No.26(15), indicating liabilities to banks for Buyer''s Credit aggregating to Rs. 3703.37 lakhs, which remained unpaid on 31/03/2013. The Management has already taken various actions to improve the Company''s future cash flow to meet these obligations. It has also proposed to the banks to restructure loan repayments and to provide other supportive measures, preferably under Corporate Debt Restructuring (CDR) mechanism so that the Company can have further flexibility to manage its future cash flow in much better manner.

Accordingly, these financial statements have been prepared on a Going Concern basis and no adjustments are considered necessary. Our opinion is not qualified in this regard.

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 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 March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified 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 to Independent Auditors'' Report – referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory

Requirements" of our report of even date, We state that :-

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

(b) Fixed Assets have been physically verified by the management during the year as per the phased programme of physical verification of fixed assets. As informed to us, the programme is such that all the fixed assets will get physically verified in three years time. In our opinion the same is reasonable having regard to the size of the Company and the nature of its fixed assets. No material discrepancies were noticed on such verification.

(c) No substantial part of fixed assets has been disposed off during the year.

(ii) (a) The inventory (except those lying with contractor and at Site) has been physically verified during the year by the management at reasonable intervals.

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

(c) The Company is maintaining proper records of inventory. No material discrepancies have been noticed on physical verification of stocks.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Hence, provisions of sub clauses 4 (iii) (b), (c) & (d) are not applicable to the Company.

(b) According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Hence, provision of sub clauses 4 (iii) (f) & (g) are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory, fixed assets and for the sale of goods and services and there is no continuing failure to correct major weaknesses in internal control system.

(v) (a) The particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been so entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding the value of Rs. 5.00 lakhs have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and as per information and explanations given to us, the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under, where applicable, have been duly complied by the Company. We are informed by the Management that No order has been passed by the Company Law Board, 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. However, there is a scope for increasing the coverage so as to be commensurate with its size and nature of its business.

(viii) We have broadly reviewed the books of account and records maintained by the Company relating to manufacture of Electric Motors & Generators and Power Driven Pumps, Generating Sets, Switchgears and Relays pursuant to the order made by the Central Government for the maintenance of 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 made and maintained. We have, however, not made a detail examination of the records with a view of determining whether they are accurate or complete. 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 for any other product of the Company.

(ix) (a) According to the records of the Company, it is generally regular in depositing with appropriate authorities, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee'' State Insurance, Income tax, Sales tax, Service tax, Wealth tax, Custom Duty, Excise Duty, Cess and any other statutory dues applicable to it. We are informed that there are no undisputed statutory dues as at the year end, outstanding for a period of more than six months from the date they became payable.

(b) According to the records of the Company the following disputed dues of Sales tax, Income tax, Custom Duty, Wealth tax, Service tax, Excise Duty, Cess have not been deposited as under.

(Rs. lakhs)

Sr. Name of the Statute Total Demand Period Forum where dispute is pending no & Nature of Dues (Rs. lakhs)

1 Income Tax Act, 1961 * 22.18 2000-01 Income Tax Appellate Tribunal (Income Tax )

2 Income Tax Act, 1961 * 10.13 2001-02 Commissioner of Income (Income Tax) Tax(Appeals)

3 Income Tax Act, 1961 * 4.50 2002-03 Commissioner of Income (Income Tax ) Tax(Appeals)

4 Income Tax Act, 1961 * 0.60 2003-04 Commissioner of Income (Income Tax ) Tax(Appeals)

5 Income Tax Act, 1961 * 0.70 2004-05 Commissioner of Income (Income Tax ) Tax(Appeals)

6 Income Tax Act, 1961 * 1.32 2005-06 Commissioner of Income (Income Tax ) Tax(Appeals)

7 Income Tax Act, 1961 * 0.95 2006-07 Commissioner of Income (Income Tax ) Tax(Appeals)

8 Income Tax Act, 1961 * 20.96 2006-07 Commissioner of Income (Income Tax ) Tax(Appeals)

9 Income Tax Act, 1961 *7.83 2004-05 Commissioner of Income (Income Tax ) Tax(Appeals)

10 Income Tax Act, 1961 * 0.76 2007-08 Commissioner of Income (Income Tax ) Tax(Appeals)

11 Income Tax Act, 1961 * 41.18 2006-07 Commissioner of Income (Income Tax ) Tax(Appeals)

12 The Finance Act, 0.58 May,10 To Commissioner of Central Excise 1994 (Service Tax) Feb,11 & Customs (Appeals), Baroda

1.60 Dec,04 To Commissioner of Central Excise Nov,09 & Customs (Appeals), Baroda

3.09 Apr,05 To Customs, Excise & Service Tax Mar,10 Appellate Tribunal, A''bad.

5.74 2006 To Customs, Excise & Service Tax Jan,11 Appellate Tribunal, A''bad.

3.02 Feb,11 To Commissioner of Central Excise Dec,11 & Customs (Appeals), Baroda

0.67 Mar,11 To Commissioner of Central Excise Jan,12 & Customs (Appeals), Baroda

0.86 May,10 To Dy.Commissioner of Central Excise, Oct,12 Service Tax & Customs __ Baroda.



* Note :- Amount deposited.

(x) The Company does not have any accumulated losses as per The Financial Statement as at the end of the financial year. The Company has incurred cash losses of Rs. 2766.41 lakhs during the financial year covered by our audit and not incurred cash losses in the immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by management, the Company has delayed repayment of dues to Banks in respect of Buyer''s Credit / Letter of Credits.

The following are the details of the delays:

Particulars Amt as on 31-03-2013 (Rs. Lakhs) Period of Delays (in days)

Buyer''s Credits 3703.37 20 to 40 days

(xii) The Company has not taken any Loan from a financial institution or debenture holders.The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a Chit Fund or a Nidhi/Mutual Benefit Fund/Society. Therefore, the provision of Clauses 4(xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

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

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

(xvi) In our opinion and based on information and explanations given to us by the management, the term loans have been applied for the purpose of which they were raised.

(xvii) According to the information and explanations given to us, and on an overall examination of The Financial Statement of the Company, we report that funds raised on short-term basis have not been used 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 year.

(xx) The Company has not raised any funds through Public issue during the year.

(xxi) As per 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 V. H. Gandhi & Co.

Chartered Accountants Firm Reg. No.: 103047W



Vijay H. Gandhi

Vadodara Proprietor

30th May, 2013 M.No. 35581


Mar 31, 2012

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

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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.

3. As required by the Companies (Auditors' Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 (together the 'Order'), issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we give in the annexure a statement on the matters specified in Paragraphs 4 and 5 of the said Order.

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

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

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

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

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

e) On the basis of written representations received from the directors of the Company as at 31st March, 2012 and taken on record by the Board of Directors of the Company, we report that none of the directors is disqualified as at 31st March, 2012 from being appointed as 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 explanation given to us, they said accounts, read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

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

iii) in the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

Annexure referred to in Paragraph 3 of our Auditors' Report of even date on the Financial Statements for the year ended on 31st March, 2012 of Jyoti Limited.

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that :-

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

(b) Fixed Assets have been physically verified by the management during the year as per the phased programme of physical verification of fixed assets. As informed to us, the programme is such that all the fixed assets will get physically verified in three years time. In our opinion the same is reasonable having regard to the size of the Company and the nature of its fixed assets. No material discrepancies were noticed on such verification.

(c) No substantial part of fixed assets has been disposed off during the year.

(ii) (a) The inventory (except those lying with contractor and at Site) has been physically verified during the year by the management at reasonable intervals.

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

(c) The Company is maintaining proper records of inventory. No material discrepancies have been noticed on physical verification of stocks.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Hence, provisions of sub clauses 4 (iii) (b), (c) & (d) are not applicable to the Company.

(b) According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Hence, provision of sub clauses 4 (iii) (f) & (g) are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory, fixed assets and for the sale of goods and services and there is no continuing failure to correct major weaknesses in internal control system.

(v) (a) The particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been so entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding the value of Rs. 5,00,000 have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and as per information and explanations given to us, the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under, where applicable, have been duly complied by the Company. We are informed by the Management that No order has been passed by the Company Law Board, 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. However, there is a scope for increasing the coverage so as to be commensurate with its size and nature of its business.

(viii) We have broadly reviewed the books of account and records maintained by the Company relating to manufacture of Electric Motors & Generators and Power Driven Pumps, Generating Sets, Switchgears and Relays pursuant to the order made by the Central Government for the maintenance of 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 made and maintained. We have, however, not made a detail examination of the records with a view of determining whether they are accurate or complete. 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 for any other product of the Company.

(ix) (a) According to the records of the Company, it is generally regular in depositing with appropriate authorities, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income tax, Sales tax, Service tax, Wealth tax, Custom Duty, Excise Duty, Cess and any other statutory dues applicable to it. We are informed that there are no undisputed statutory dues as at the year end, outstanding for a period of more than six months from the date they became payable.

(b) According to the records of the Company the following dues of Sales tax, Income tax, Custom Duty, Wealth tax, Service tax, Excise Duty, Cess have been deposited as under.

(Rs. lakhs)

Sr. Name of the Statute Total Demand Period Forum where dispute is pending no & Nature of Dues (Rs. lakhs)

1 Income Tax Act, 1961 * 12.53 1995-96 Income Tax Appellate Tribunal (Income Tax )

2 Income Tax Act, 1961 * 20.00 1996-97 Income Tax Appellate Tribunal (Income Tax )

3 Income Tax Act, 1961 * 22.18 2000-01 Income Tax Appellate Tribunal (Income Tax )

4 Income Tax Act, 1961 * 10.13 2001-02 Commissioner of Income (Income Tax) Tax (Appeals)

5 Income Tax Act, 1961 * 4.50 2002-03 Commissioner of Income (Income Tax ) Tax (Appeals)

6 Income Tax Act, 1961 * 0.60 2003-04 Commissioner of Income (Income Tax ) Tax (Appeals)

7 Income Tax Act, 1961 * 0.70 2004-05 Commissioner of Income (Income Tax ) Tax (Appeals)

8 Income Tax Act, 1961 * 1.32 2005-06 Commissioner of Income (Income Tax ) Tax (Appeals)

9 Income Tax Act, 1961 * 0.95 2006-07 Commissioner of Income (Income Tax ) Tax (Appeals)

10 Income Tax Act, 1961 * 16.60 2005-06 Commissioner of Income (Income Tax ) Tax (Appeals)

11 Income Tax Act, 1961 * 20.96 2006-07 Commissioner of Income (Income Tax ) Tax (Appeals)

12 Income Tax Act, 1961 * 31.21 2008-09 Commissioner of Income (Income Tax ) Tax (Appeals)

13 The Finance Act, 0.58 May,10 To Commissioner of Central Excise 1994 (Service Tax) Feb,11 & Customs (Appeals)

1.60 Dec,04 To Commissioner of Central Excise Nov,09 & Customs (Appeals) Baroda



Sr. Name of the Statute Total Demand Period Forum where dispute is pending no & Nature of Dues_ (Rs. Lakhs)

3.09 Apr,05 To Commissioner of Central Excise Mar,10 & Customs (Appeals) Baroda_

5.74 2006 To Commissioner of Central Excise Jan,11 & Customs (Appeals) Baroda

3.02 Feb,11 To Assistant Commissioner of Dec,11 Central Excise & Customs.

0.67 Mar,11 To Assistant Commis sioner of Jan,12 Central Excise & Customs.

* Note :- Amount deposited.

(x) The Company does not have any accumulated losses as per The Financial Statement as at the end of the financial year. The Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) The Company has not defaulted in repayment of dues to any financial institution, bank or debenture holders (Refer Note no-17(19) of financial statement).

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

(xiii) The Company is not a Chit Fund or a Nidhi/Mutual Benefit Fund/Society. Therefore, the provision of Clauses 4(xiii) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

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

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

(xvi) In our opinion and based on information and explanations given to us by the management the term loans have been applied for the purpose of which they were raised.

(xvii) According to the information and explanations given to us, and on an overall examination of The Financial Statement of the Company, we report that funds raised on short-term basis have not been used 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 year.

(xx) The Company has not raised any funds through Public issue during the year.

(xxi) As per 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 V. H. Gandhi & Co.

Chartered Accountants

Firm Reg. No.: 103047W

Vijay H. Gandhi

Vadodara Proprietor

24th May, 2012 M.No. 35581


Mar 31, 2010

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

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 misstatements. 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.

3. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (together the Order), issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we give in the annexure a statement on the matters specified in Paragraphs 4 and 5 of the said Order.

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

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

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

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

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956, to the extent applicable.

e) On the basis of written representations received from the directors of the Company as at 31st March, 2010 and taken on record by the Board of Directors of the Company, we report that none of the director is disqualified as at 31st March, 2010 from being appointed as 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 explanation given to us, the said Accounts, read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

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

iii) in the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

Annexure Referred to in Paragraph 3 of our Auditors Report of even date on the Financial Statements for the year ended 31st March, 2010 of Jyoti Limited.



On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that :-

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

(b) Fixed Assets other than furniture, fixtures and fixed assets lying at branches have been physically verified by the management during the year as per the phased programme of physical verification of fixed assets. As informed to us, the programme is such that all the fixed assets will get physically verified in two years time. In our opinion the same is reasonable having regard to the size of the company and the nature of its fixed assets. No material discrepancies were noticed on such verification.

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

(ii) (a) The inventory (except those lying with contractor and at Site) has been physically verified during the year by the management at reasonable intervals.

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

(c) The Company is maintaining proper records of inventory. No material discrepancies have been noticed on physical verification of stocks.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Hence, provisions of sub clauses 4 (iii) (b), (c) & (d) are not applicable to the Company.

(b) According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Hence, provision of sub clauses 4 (iii) (f) & (g) are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory, fixed assets and for the sale of goods and services and there is no continuing failure to correct major weaknesses in internal control system.

(v) (a) The particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1556 have been so entered in the register required to be maintained under that section.

(b) According to information and explanation given to us and excluding certain transactions of purchase of goods and material of special nature for which alternate quotations are not available, the transactions referred to in above clause v (a) have been made at prices, which are reasonable, having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and as per information and explanations given to us, the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed thereunder, where applicable, have been duly complied by the Company.

(vii) In our opinion the Company has an internal audit system. However, there is a scope for increasing the coverage so as to be commensurate with its size and nature of its business.

(viii) We have broadly reviewed the books of account and records maintained by the Company relating to manufacture of Electric Motors & Generators and Power Driven Pumps, pursuant to the order made by the Central Government for the maintenance of 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 made and maintained. We have, however, not made a detail examination of the records with a view of determining whether they are accurate or complete. 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 for any other product of the company.

(ix) (a) According to the records of the Company, the Company is generally regular in depositing with appropriate authorities, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales tax, Service tax, Wealth tax, Custom Duty, Excise Duty, Cess and any other statutory dues applicable to it. There is no statutory dues outstanding as at the year end for a period of more than six months from the date they become payable. (b) According to the records of the Company the following dues of Sales tax, Income tax; Custom Duty, Wealth tax, Service tax, Excise Duty, Cess have been fully deposited on account of dispute, or are deposited under protest:

(Rs. Lacs)

Nature of Dues Demand Amount Forum where dispute is pending

(Rs.) Paid (Rs.)

Income Tax* 146.84 146.84 Commissioner of Income Tax (Appeals) 42.18 42.18 Income Tax Appellate Tribunal

Wealth Tax * 4.01 4.01 Commissioner of Income Tax (Appeals)

2.43 2.43 Income Tax Appellate Tribunal

* Refer Note No. 5 of Schedule 17.

(x) The Company does not have any accumulated losses as per Balance Sheet as at the end of the financial year. The Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) The Company has not defaulted in repayment of dues to a financial institution, banks or debenture holders.

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

(xiii) The provisions of any Specified Statute applicable to Chit fund or a Nidhi / Mutual Benefit Fund / Societies are not applicable to the Company under clause 4(xiii) of the said Order.

(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 Order are not applicable to the Company.

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

(xvi) In our opinion and based on information and explanations given to us by the management the term loans have been applied for the purpose of which they were raised.

(xvii) According to the information and explanations given to us, and on an overall examination of Balance Sheet of the Company, we report that funds raised on short-term basis have not been used for long-term investment.

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of Shares during the year.

(xix) The Company has not issued debentures during the year.

(xx) The Company has not raised any funds through Public Issue during the year.

(xxi) As per 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 V. H. Gandhi & Co.

Chartered Accountants

Vijay H. Gandhi

Vadodara Proprietor

ICT June, 2010 M.No. 35581

Firm Reg. No.: 103047W

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