Auditor Report of Kavveri Telecom Products Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of M/s. Kavveri Telecom Products Limited "the Company", which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for'' the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility:

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing 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 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 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.

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 notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013;

e) On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 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 THE AUDITORS'' REPORT

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

(b) As explained to us, the fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies between the book records and the physical inventory have been noticed on such verification.

(c) The Company has not disposed off substantial part of the Fixed Assets during the year.

II. (a) The Inventory has been physically verified during the year by the Management and in our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of the 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 and as explained to us, no material discrepancies were noticed on physical verification of stocks as compared to book records.

III. (a) According to the information and explanations given to us the company has made an advance of to the parties covered in the register maintained under section 301 of the Companies Act, 1956 and the year- end balance of loans granted to such parties is Rs. 4.45 crores.

(b) As per the information given to us, rate of interest & other terms and conditions on which loans have been granted to parties listed in the register maintained under Section 301 are not prejudicial to the interests of the Company.

(c) In respect of loans granted, repayment of principal amount is as stipulated and payment of interest is regular.

(d) There is no overdue amount of loans granted to Companies, Firms and other parties listed in the register U/S 301 of the Companies Act, 1956.

(e) The Company has taken unsecured loans from Parties covered in the register maintained U/s.301 of the Companies Act, 1956 and the amount outstanding at the yearend an amounting to Rs. 16.405 Crores.

(f) The rate of interest and other terms and conditions on which loans have been taken from parties listed in the register maintained under section 301 is not-prejudicial to the interest of company.

(g) The payment of principal & interest are in accordance with the terms and conditions of such loans.

IV. In our opinion and according to the information and explanations given to us, there are generally 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 sale of goods and services. There is no continuing failure by the company to correct any major weaknesses in internal control.

V. (a) In our opinion and according to the information and explanation given to us , the transactions made in pursuance of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained U/s.301 of the Companies Act, 1956.

(b) According to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at the prices which are reasonable having regard to prevailing market prices at the relevant time except that reasonableness could not be ascertained where comparable quotations are not available having regard to the specialized nature of some of the transactions of the Company.

VI. The Company has not accepted any deposits from the public and hence the applicability of the clause of directives issued by the Reserve Bank of India and provisions of section 58A, 58AA or any other relevant provisions of the Act and the rules framed there under does not arise

VII. In our opinion, the company is having internal audit system, commensurate with its size and nature of its business.

VIII. We have broadly verified the books of account and records maintained by the Company pursuant to the order made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

IX. (a) The Company is generally regular in depositing statutory dues including PF, ESI, TDS, Professional Tax with the appropriate authorities except in few cases where there was a delay in remitting the statutory dues and at the end of financial year there were no amounts outstanding which were due for more than 6 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, Service Tax, Custom Duty, Excise Duty and Cess which have fallen due on before 31st March 2014 and not been deposited with appropriate authorities on account of any dispute except for the following:

Name of Nature of Dues Amount Period to Statute Rs. In. which amount Lakhs) relates

Central Excise A ailment of Cenvat 5424.26 February 2007 credit ( Including to 2009 penalty)

Forum where

Name of the statue dispute is pending

Central ExciseCESTAT Bangalore

However, the authorities have granted stay for the above, on payment of Rs. 2.00 crores within specific period which has been already paid.

Central Excise Irregular aviliment of 33.2 2010-2011 Cenvat Credit (Including penalty)

Central Excise Irregular aviliment of 1.27 2012-2013 (Including penalty)

Central Excise Irregular aviliment of 2.58 2007-2008 Cenvat Credit (Including - penalty)

Central Excise Irregular aviliment of 10.36 2007-2008 & CenvatCredit 2008-2009 (Including penalty)

Sales Tax Rate of tax levied 44.37 2007-08 to 2009-10

Sales Tax Sales Tax, Penalty 497.46 2006-2007 and Interest

Sales Tax Sales tax, 13.29 2007-2008 Interest

Income Tax Net Tax Payable 10,379.12 01.04.2004 to 31.03.2011''

Central Excise Commissioner of customs and central excise (Appeals) Bangalore

Central Excise CESTAT Bangalore

Central Excise Commissioner of customs and central excise (Appeal Bangalore

Central Excise CESTAT Bangalore

Sales Tax Joint Commissioner of commercial taxes (Appeals) Bangalore Joint Commissioner of Commercial Tax (Appeal)

Sales Tax Joint Commissioner of Commercial Tax (Appeal)

income tax Commissioner of Income Tax Appeals -1, Bangalore

X. The Company has been registered for a period of not less than 5 years, and the company has no accumulated losses at the end of the financial year and the company has incurred cash losses in this financial year and in the immediately preceding financial year.

XI. According to information and explanations given to us, the company has defaulted in repayment of cash credit and term loan to bank an amount of Rs. 96.85 crores which includes outstanding interest.

XII. According to the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities and hence the applicability of the clause regarding maintenance of adequate documents in respect of loans does not arise.

XIII. This clause is not applicable to this Company as the Company is not covered by the provisions of special statute applicable to Chit Fund in respect of Nidhi/Mutual Benefit Fund/Societies.

XIV. According to the information and explanations given to us, the company is not dealing or trading in shares, securities, Debentures and other investments and hence the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order 2003, are not applicable to the Company.

XV. According to the information and explanations given to us, the Company has given guarantee for loans taken from banks by a subsidiary Company and prima facie, the terms and conditions on which such guarantee have been given are not prejudicial to the interests of the company.

XVI. According to the information and explanations given to us, the Term Loans obtained by the company were applied for the purpose for which such loans were obtained by the Company.

XVII. On the basis of our examination of the books & accounts and according to the information and explanations given to us, in our opinion the 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 to parties and Companies covered in the Register maintained under section 301 of the Companies Act, 1956 and hence the applicability of the clause regarding the price at which shares have been issued and whether the same is prejudicial to the interest of the Company does not arise.

XIX. According to the information and explanations given to us, the company does not have any debentures and hence the applicability of the clause regarding the creation of security or charge in respect of debentures issued does not arise.

XX. According to information and explanations given to us, the company has not raised money by way of public issues during the year; hence the clause regarding the disclosure by the management on the end use of money raised by public issue is not applicable.

XXI. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year under audit.

For P. Murali & Co., Chartered Accountants Firm''s Registration Number: 007257S ¦

P. Murali Mohana Rao - Partner Membership Number: 023412

Place: Hyderabad - Date: 30-05-2014

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Mar 31, 2013

Report on the Financial Statements:

We have audited the accompanying financial statements of Kavveri Telecom Products 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 theyear then ended, and a summary of significant accounting policies and otherexplanatory information.

Management''s Responsibility for the Financial Statements:

Management is responsible for the preparation of these financial statementsthat give a true and fair view of the financial position, financial performance andcash flows of the Company in accordance with the Accounting Standardsreferred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("theAct"). This responsibility includes the design, implementation and maintenanceof internal control relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from materialmisstatement, whether due to fraud or error.

Auditor''s Responsibility:

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

An audit involves performing procedures to obtain audit evidence about theamounts and disclosures in the financial statements. The procedures selecteddepend 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 relevantto the Company''s preparation and fair presentation of the. financial statements inorder to design audit procedures that are appropriate in the circumstances. Anaudit also includes evaluating the appropriateness of accounting policies usedand the reasonableness of the accounting estimates made by management, aswell 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 theexplanations given to us, the financial statements give the information requiredby 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 asat 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.

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor''s Report) Order, 2003 ("theOrder") 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 mattersspecif ied 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 ofour 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 keptby the Company so far as appears from our examination of those books,

c) The Balance Sheet, Statement of Profit and Loss, and Cash FlowStatement 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 CashFlow Statement comply with the Accounting Standards referred to in subsection(3C) of section 211 of the Companies Act, 1956;

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

ANNEXURE TO THE AUDITORS''REPORT

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

(b) As explained to us, the fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies between the book records and the physical inventory have been noticed on such verification.

(c) The Company has not disposed off substantial part of the Fixed Assets during the year.

II. (a)The Inventory has been physically verified during the year by the Management and in our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of the 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 and as explained to us, no material discrepancies were noticed on physical verification of stocks as compared to book records.

III. (a) According to the information and explanations given to us the company has made ah advance of Rs.8,53,50,050/-to the parties covered in the register maintained under section 301 of the Companies Act, 1956and the year-end balance of loans granted to such parties is Rs. 53,50,050/ -

(b) As per the information given to us, rate of interest & other terms and conditions on which loans have been granted to parties listed in the register maintained under Section 301 are not prejudicial to the interests of theCompany.

(c) In respect of loans granted, repayment of principal amount is as stipulated and payment of interest is regular.

(d) There is no overdue amount of loans granted to Companies, Firms and other parties listed in the register U/S 301 of the Companies Act, 1956.

(e) The Company has taken unsecured loans from Parties covered in the register maintained U/s.301 of the Companies Act, 1956 amounting to Rs. 17.63 Crores.

(f) The rate of interest and other terms and conditions on which loans have been taken from parties listed in the register maintained under section 301 is not prejudicial to the interest of company.

(g) The payment of principal & interest are in accordance with the terms and conditions of such loans.

IV. In our opinion and according to the information and explanations given to us, there are generally 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 sale of goods and services. There is no continuing failure by the company to correct any major weaknesses in internal control.

V. (a)In our opinion and according to the information and explanation given to us , the transactions made in pursuance of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained U/ s.301 of the Companies Act, 1956. (b) According to the information and explanations given to us, the transactions made in pursuance of contracts . or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at the prices which are reasonable having regard to prevailing market prices at the relevant time except that reasonableness could not be ascertained where comparable quotations are not available having regard to the specialized nature of some of the transactions of the Company.

VI. The Company has not accepted any deposits from the public and hence the applicability of the clause of directives issued by the Reserve Bank of India and provisions of section 58A, 58AA or any other relevant provisions of the Act and the rules framed there under does not arise

VII. In our opinion, the company is having internal audit system, commensurate with its size and nature of its business.

VIII. We have broadly verified the books of account and records maintained by the Company pursuant to the order made by the Central Government for the maintenance of cost records under section 209(1) (d) of the Companies act,1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained

IX. (a)The Company is generally regular in depositing statutory dues including PF, ESI, Income Tax, Cess, and any other statutory dues with the appropriate authorities except in few cases where there was a delay in remitting the statutory dues and at the end of last financial year there were no amounts outstanding which were due for more than 6 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, Service Tax, Custom Duty, Excise Duty and Cess which have fallen due on before 31st March 2013 and not been deposited with appropriate authorities on account of any dispute except for the following:

Name of Nature of Dues Amount Statute Rs. In Lakhs)

Central Excise A ailment of cenvat 5424.26 credit ( Including penalty)

However, the authorities have granted stay of the al within specific period.

Central Excise Irregular aviliment 33.2 of Cenvat Credit( Including penalty)

Sales Tax Rate of tax levied 44.37

Income Tax Net Tax Payable 4078.955

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

Central Excise February 2007 CESTAT to 2009 Bangalore

we, on payment of Rs. 2.15 crores

Central Excise 2010-2011 Commissioner of customs and central excise (Appeals) Bangalore

Sales Tax 2007-08 to 2009- Joint 10 Commissioner of commercial taxes ( Appeals) Bangalore

Income Tax 01.04.2004 to Commissioner 31.03.2010 of Income Tax Appeals - 1, Bangalore

X. The Company has been registered for a period of not less than 5 years, and the company has no accumulated losses at the end of the financial year and the company has incurred cash losses in this financial year and there were no cash losses in the immediately preceding financial year.

XI. According to information and explanations given to us, the company has defaulted in repayment of cash credit and term loan to bank an amount of Rs. 96.85 crores which includes outstanding interest.

XII. According to the information and explanations given to us, the Company has not grar ed any loans or advances on the basis of security by way of pledge of shares, debentures and other securities and hence the applicability of the clause regarding maintenance of adequate documents in respect of loans does not arise.

XIII. This clause is not applicable to this Company as the Company is not covered by the provisions of special statute applicable to Chit Fund in respect of Nidhi/Mutual Benefit Fund/Societies.

XIV. According to the information and explanations given to us, the company is not dealing or trading in shares, securities, Debentures and other investments and hence the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order 2003, are not applicable to the Company.

XV. According to the information and explanations given to us, the Company has given guarantee for loans taken from banks by a subsidiary Company and prima facie, the terms and conditions on which such guarantee have been given are not prejudicial to the interests of the company.

XVI. According to the information and explanations given to us, the Term Loans obtained by the company were applied for the purpose for which such loans were obtained by the Company.

XVII. On the basis of our examination of the books & accounts and according to the information and explanations given to us, in our opinion the 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 to parties and Companies covered in the Register maintained under section 301 of the Companies Act, 1956 and hence the applicability of the clause regarding the price at which shares have been issued and whether the same is prejudicial to the interest of the Company does not arise.

XIX. According to the information and explanations given to us, the company does not have any debentures and hence the applicability of the clause regarding the creation of security or charge in respect of debentures issued does not arise.

XX. According to information and explanations given to us, the company has not raised money by way of public issues during the year; hence the clause regarding the disclosure by the management on the end use of money raised by public issue is not applicable.

XXI. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year under audit.



For P.MURALI & CO.,

CHARTERED ACCOUNTANTS

FRN:007257S



PLACE : HYDERABAD P. Murali Mohana Rao

DATE : 30-05-2013 Partner

M.No. 023412

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Mar 31, 2012

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

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

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

4. Further to 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 accounts 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 and returns;

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

e. On the basis of written representations received from the Directors, as on March 31, 2012 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 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; and

f. In our opinion and to the best of our information and according to the explanations given to us, the said accounts, give the information required by the 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 of the Company for the year ended on that date.

ANNEXURE TO AUDITOR'S REPORT OF M/s KAVVERI TELECOM PRODUCTS LIMITED

Referred to in Paragraph 3 of our report of even date

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

b. The Company has a regular programme of physical verification of fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme, certain fixed assets were physically verified by the management during the year and we are informed that no material discrepancies were noticed on such verification.

c. In our opinion, there was no substantial disposal of fixed assets by the Company during the year.

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

b. In our opinion, 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 has maintained proper records of inventory and as explained to us, no material discrepancies were noticed on physical verification of inventory as compared to the book records.

3. a. As informed, the Company has granted unsecured loan to five companies covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.1,135.14 Million and the year-end balance was Rs. 891.86 Million. However, the Company has not granted any loan, secured or unsecured, to firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

b. In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions on which such loans have been granted are not prima facie prejudicial to the interest of the Company.

c. The receipt of the principal amount and interest are in accordance with the terms and conditions of such granted loan.

d. There are no overdue amounts due from such parties.

e. The company has not taken any loan secured/ unsecured from firms. However in respect of unsecured loans taken from two parties and one company covered in the register maintained under section 301 of the Companies Act, 1956, the maximum amount involved was Rs. 48.25 Million and the year-end balance was Rs.Nil.

f. In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions on which such loans have been taken are not prima facie prejudicial to the interest of the Company.

g. As the loans taken were repaid before the end of the year, the clause relating to the repayment is not applicable.

4. 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 nature of its business with regard to the purchase of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

5. a. In our opinion and according the information and explanations given to us, the transactions made in pursuance of contracts or arrangements referred to in Section 301 of the Companies Act, 1956, have been entered in the register required to be maintained under section 301 of the Companies Act, 1956.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time except that reasonableness could not be ascertained where comparable quotations are not available having regard to the specialized nature of some of the transactions of the Company.

6. The Company has not accepted any deposits from the public and hence provisions of para (vi) of the said order (as amended) are not applicable.

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

8. We have broadly reviewed the books of account relating to material, labour and other items of cost maintained by the company, pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956, and we are of the opinion that prima-facie the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. a. According to the information and explanations given to us and books and records produced by the company and examined by us, in our opinion, the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess wherever applicable and other material statutory dues have been generally regularly deposited with the appropriate authorities. However we have observed delays in remittance of Income Tax, Dividend Tax.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and cess were in arrears as at 31st March 2012 for a period more than six months from the date they became applicable.

c. According to the information and explanations given to us, there are no dues of Income tax, Sales tax Wealth tax, Service tax, Customs Duty, Excise duty, and cess which have fallen due on or before 31st March 2012 and not been deposited with appropriate authorities on account of any dispute except for the following:

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

Availment of cenvat credit February 2007 to Central Excise 5035.8 CESTAT Bangalore (Including Penalty) March 2009

However, the authorities have granted stay of the above, on payment of Rs. 2 .15 crore within specific period.

Irregular availment of Commissioner of Customs Central Excise Cenvat Credit (Including 33.2 2010-2011 and Central Excise Penalty) (Appeals) Bangalore

2007 08 to Joint Commissioner of Sales Tax Rate of tax levied 63.2 Commercial 2009-10 Taxes(Appeals) Bangalore

Disallowance of certain 01.04.2008 to Commissioner of Income Income Tax 514.1 claims and deductions 31.03.2009 Tax Appeals-I Bangalore

10. The company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions or banks. The company has no debenture holders.

12. In our opinion and according to the information and explanations given to us, the Company has not granted any loan or advance, on the basis of security by way of pledge of shares, debentures and other securities.

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

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

15. According to the information and explanations given to us, the Company has given guarantees for loans taken from banks by a subsidiary company and prima facie, the terms and conditions on which such guarantees have been extended are not prejudicial to the interest of the Company.

16. According to the information and explanations given to us, term loans availed by the Company were, prima facie, utilized by the company for the purposes for which the loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we report that no funds raised on short-term basis have been used for long-term investments.

18. During the year, the company has made preferential allotment of shares to four parties covered in the register maintained under section 301 of the Companies Act, 1956 and in our opinion, the price at which the shares have been issued is not prejudicial to the interest of the Company.

19. During the year, the Company has not issued debentures and hence the provisions of clause (xix) of para 4 of this order (as amended) are not applicable.

20. The company has not raised any money by way of public issue during the year and hence the provisions of clause (xx) of Para 4 of this order (as amended) are not applicable.

21. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practice in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company noticed or reported during the year nor we have been informed of such case by the management.

For S. Janardhan & Associates

Chartered Accountants

B. Anand

Partner

Membership No. : 29146

Firm Registration No:-005310S

Place: Bangalore,

Date: May 30, 2012

---

Mar 31, 2011

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

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

4. Further to 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 accounts 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 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 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 31,2011 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2011 from being appointed as a director in terms of clause (g) of sub-section (I) of Section 274 of the Companies Act, 1956;

f. In our opinion and to the best of our information and according to the explanations given to us, the said accounts, 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 31 st March,2011;

ii) in the case of the Profit and Loss Account, of the Profit 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 TO AUDITOR'S REPORT OF KAWERI TELECOM PRODUCTS LIMITED Referred to in Paragraph 3 of our report of even date

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

b. The Company has a regular programme of physical verification of fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme, certain fixed assets were physically verified by the management during the year and we are informed that no material discrepancies were noticed on such verification.

c. In our opinion,there was no substantial disposal of fixed assets by the Company during the year.

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

b. In our opinion, 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 has maintained proper records of inventory and as explained to us, no material discrepancies were noticed on physical verification of inventory as compared to the book records.

3. a. As informed,the Company has granted unsecured loan to one company covered in the register maintained under Section 301 of the Companies Act, 1956 during earlier year. The maximum amount involved during the year was Rs. 132.866 Million (Previous Year Rs. 122.25 Million) and the year-end balance was Rs. 110.76 Million (Previous Year Rs. 111.41 Million). However, the Company has not granted any loan, secured or unsecured, to firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

b. In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions on which such loan has been granted are not prima facie prejudicial to the interest of the Company.

c. The receipt of the principal amount and interest are in accordance with the terms and conditions of such granted loan.

d. There are no overdue amounts due from such party.

e. The company has not taken any loan secured/unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956, except that the opening balance of the loans accepted during earlier year were repaid during the year and hence provisions of sub-clause (e) to (g) of clause (iii) of the order are not applicable.

4. 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 nature of its business with regard to the purchase of inventory and fixed assets and with regard to the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

5. a. In our opinion and according the information and explanations given to us, the transactions made in pursuance of contracts or arrangements referred to in Section 301 of the Companies Act, 1956, have been entered in the register required to be maintained under section 301 of the Companies Act, 1956.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time except that reasonableness could not be ascertained where comparable quotations are not available having regard to the specialized nature of some of the transactions of the Company.

6. The Company has not accepted any deposits from the public and hence provisions of para (vi) of the said order (as amended) are not applicable.

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

8. As explained to us, the Central Government has not prescribed the maintenance of Cost Records under Section 209( I )(d) of the Companies Act, 1956.

9. a. According to the information and explanations given to us and books and records produced by the company and examined by us, in our opinion, the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Sales Tax,Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess wherever applicable and other material statutory dues have been generally regularly deposited with the appropriate authorities. However we have observed delays in remittance of IncomeTax, DividendTax.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax,Wealth Tax, Service Tax, Customs Duty, Excise Duty and cess were in arrears as at 31 st March 2011 for a period more than six months from the date they became applicable.

c. According to the information and explanations given to us, there are no dues of Income tax, Sales tax Wealth tax, Service tax, Customs Duty, Excise duty, and cess which have not been deposited with appropriate authorities on account of any dispute except for the following: appropriate authorities on account of any dispute except for the following:

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

Central Excise Availment of 298.96 February 2007 to CESTAT Bangalore cenvat credit April 2008

Sales Tax Kate of tax levied 6.32 2007-08 to 2009-10 Commissioner of Sales Tax appeals Bangalore

10. The company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us,the Company has not defaulted in repayment of dues to financial institutions or banks.The company has no debenture holders.

12. In our opinion and according to the information and explanations given to us, the Company has not granted any loan or advance. on the basis of security by way of pledge of shares, debentures and other securities.

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

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

15. According to the information and explanations given to us, the Company has given guarantees for loans taken from banks by a subsidiary company and prima facie, the terms and conditions on which such guarantees have been extended are not prejudicial to the interest of the Company.

16. According to the information and explanations given to us, term loans availed by the Company were, prima facie, utilized by the company for the purposes for which the loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we report that no funds raised on short-term basis have been used for long-term investments.

18. During the year, the company has not made preferential allotment of shares to parties covered in the register maintained under section 301 of the Companies Act, 1956 except in the case of three parties to whom shares and convertible warrants have been allotted on a preferential basis and in our opinion. the price at which the shares and convertible warrants have been issued is not prejudicial to the interest of the Company.

19. During the year, the Company has not issued debentures and hence the provisions of clause (xix) of para 4 of this order (as amended) are not applicable.

20. The company has not raised any money by way of public issue during the year and hence the provisions of clause (xx) of Para 4 of this order (as amended) are not applicable.

21. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practice in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company noticed or reported during the year nor we have been informed of such case by the management.

For S.Janardhan & Associates

Chartered Accountants

B.Anand

Partner

Membership No.:29146

Firm Registration No:-00531 OS

Place: Bangalore,

Date: May 30,2011

---

Mar 31, 2010

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

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

4. Further to 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 accounts 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 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 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, 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31 st March, 2010 from being appointed as a director in terms of clause (g) of sub-section (I) of Section 274 of the Companies Act, 1956;

f. In our opinion and to the best of our information and according to the explanations given to us, the said accounts, 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 at 31 st March,2010;

ii) in the case of the Profit and Loss Account, of the Profit 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 TO AUDITORS REPORT OF KAWERI TELECOM PRODUCTS LIMITED

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

b. The Company has a regular program of physical verification of fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this program, certain fixed assets were physically verified by the management during the year and we are informed that no material discrepancies were noticed on such verification.

c. In our opinion, there was no substantial disposal of fixed assets by the Company during the year.

2. a. The management has conducted physical verification of inventory at reasonable intervals during the year. In respect of stocks lying with the third parties, confirmation for most of the stocks has been received.

b. In our opinion, 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 has maintained proper records of inventory and as explained to us, no material discrepancies were noticed on physical verification of inventory as compared to the book records.

3. a. As informed, the Company has granted unsecured loan to one company covered in the register maintained under Section 301 of the Companies Act, 1956 during earlier year. The maximum amount involved during the year was Rs. 122.25 Million (Previous Year Rs. 211.38 Million) and the yearend balance was Rs. 111.41 Million (Previous Year Rs. 159.13 Million). However, the Company has not granted any loan, secured or unsecured, to firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

b. In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions on which such loan has been granted are not prima facie prejudicial to the interest of the Company.

c. The Company has not taken any loan, secured or unsecured from Companies, firms covered in the register maintained under section 301 of the Companies Act, 1956. However the company had taken interest free loan of Rs.332.93 Million during the year from two parties covered in the register maintained under Section 301 of the Companies Act, 1956

d. In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions on which such loan has been taken from such other parties covered in the register maintained under section 301 of the Companies Act, 1956, are not, prima- facie prejudicial to the interest of the company.

e. Due to the fact that these loans are interest free loans, there is no applicability of the clause relating to the repayment of interest and with regard to the repayment of principal, it is in accordance with the terms and conditions on which such loans have been taken.

4 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 the purchase of inventory, and fixed assets and with regard to the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

5 a. In our opinion and according the information and explanations given to us, the transactions made in pursuance of contracts or arrangements referred to in Section 301 of the Companies Act, 1956, have been entered in the register required to be maintained under section 301 of the Companies Act, 1956.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding value of rupees five lakhs in respect of an/ party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time except that reasonableness could not be ascertained where comparable quotations are not available having regard to the specialized nature of some of the transactions of the Company.

6. The Company has not accepted any deposits from the public and hence provisions of para (vi) of the said order (as amended) are not applicable.

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

8. As explained to us, the Central Government has not prescribed the maintenance of Cost Records under Section 209( I )(d) of the Companies Act, 1956.

9. a. According to the information and explanations given to us and books and records produced by the company and examined by us, in our opinion, the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess wherever applicable and other material statutory dues have been generally regularly deposited with the appropriate authorities.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and cess were in arrears as at 31 st March 2010 for a period more than six months from the date they became applicable.

c. According to the information and explanations given to us, there are no dues of Income tax, Sales tax Wealth tax, Service tax, Customs Duty, Excise duty, and cess which have not been deposited with appropriate authorities on account of any dispute except for the following:

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

Central Excise Availment of 298.96 February 2007 to cenvat credit April 2008

Sales Tax Rate of tax levied 6.32 2007-08 to 2009-10

Name of the Forum where Statue dispute is pending

Central Excise CESTAT Bangalore

Sales Tax Commissioner of Sales Tax appeals Bangalore

10. The company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions or banks. The company has no debenture holders.

12. In our opinion and according to the information and explanations given to us, the Company has not granted any loan or advance, on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore the provisions of clause 4(xiii) of the Companies (Auditors Report) Order 2003 (as amended) are not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments except those investments, which are held as investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the company.

15. According to the information and explanations given to us, the Company has given guarantees for loans taken from banks by a subsidiary company and prima facie, the terms and conditions on which such guarantees have been extended are not prejudicial to the interest of the Company.

16. According to the information and explanations given to us, term loans availed by the Company during the year were, prima facie, utilized by the company for the purposes for which the loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we report that no funds raised on short-term basis have been used for long-term investments.

18. During the year, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. During the year, the Company has not issued debentures and hence the provisions of clause (xix) of para 4of this order (as amended) are not applicable.

20. The company has not raised any money by way of public issue during the year and hence the provisions of clause (xix) of Para 4 of this order (as amended) are not applicable.

21. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practice in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company noticed or reported during the year nor we have been informed of such case by the management.

For S. Janardhan & Associates Chartered Accountants

B. Anand

Partner

Membership no. 29146 Bangalore, May 15, 2010

---

Jun 30, 2000

We have audited the attached Balance Sheet of KAVERI TELECOMS LIMITED, BANGALORE as at June 30,2000 and the annexed Profit & Loss Account of the Company for the period ended on that date and report as under : -

1. As required by the Manufacturing & Other Companies (Auditors Report) Order, 1988 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act 1956, we annexed hereto, a statement on the matters specified in paragraphs 4 & 5 of the said Order.

2. Further to our comments in the annexure referred to in paragraph 1 above : -

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 law have been kept by the Company so far as appears from our examination of such Books.

c. The Balance Sheet and the Profit & Loss Account, dealt with by this Report are in agreement with the Books of Accounts.

d. In our opinion, the Profit and Loss Account and Balance Sheet comply with the Accounting Standards referred to under Sub-section (3C) of Section 21,1 of the Companies Act, 1956.

e. In our opinion, and to the best of our information and according to the explanation given to us, the said accounts read together with Accounting Policies and notes therin give the information required by the Companies Act, 1956 in the manner so required and subject to :

i) Note (i) regarding non provision of acturialy evaluated gratuity liability as at June 30th 2000, amount not quantified , ii) Note (j) regarding non provision of leave encashment benefit amounting to Rs.5 lakhs and iii) Note 4 regarding non provision for possible dimunition in the value of debtors and loans/advances aggregating in value Rs.192.48 lakhs , give a true and fair view :

i. In case of the Balance Sheet, of the State of Affairs of the Company as at June 30, 2000 and

ii. In case of Profit and Loss Account of the Profit for the period ended on that date.

ANNEXURE TO AUDITORS REPORT (Referred to in paragraph 1 of our report of even date)

1. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. All the assets have been physically verified by the Management during the period and no serious discrepancies were noticed on such verification.

2. None of the fixed assets were revalued during the period.

3. As explained to us, physical verification has been conducted by the Management at reasonable intervals in respect of finished goods, semi-finished goods, stores and raw materials.

4. In our opinion and according to the information and explanations given to us, the procedure of physical verification of stocks followed by the Management are reasonable and adequate in relation to the size of the company and nature of its business.

5. The discrepancies noticed on verification between physical stock and book stock were not material.

6. In our opinion and on the basis of our examination of the stock records, the valuation of stocks is fair and proper and in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year.

7. The company has not taken any loans, secured or unsecured from companies, firms or other parties listed in the registers maintained under section 301 of the Companies Act, 1956 and/or from the companies under the same management as defined under section 370 (IB) of the Companies Act, 1956 except from Directors which is free of interest. The terms and conditions of such loans are not prejudicial to the interest of the company.

8. The company has not granted any loans, secured or unsecured to Companies, Firms and other parties listed in the register maintained under Section 301 of the Companies Act 1956 and/or to Companies under the same Management as denned under Section 370(1B) of the Companies Act, 1956.

9. Since the Company has not given any loans or advances in the nature of loans, commenting on the recovery of principal/interest does not arise except in case of staff advance which is being recovered regularly.

10. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures which needs to be strenthened to commensurate with the size of the company and the nature of the business with regard to the purchase of raw materials including stores, plant & machinery, equipments and other assets and for the sale of goods.

11. The company has not made any transaction of purchase of goods and materials and sale of goods, materials and services in pursuance of contracts or arrangements entered in the register(s) maintained under Section 301 of the Companies Act, 1956 and aggregating during the year to Rs.50,000/- or more in respect of each party.

12. According to the information and explanations given to us, the company has procedure for determining unserviceable or damaged stores, raw materials and finished goods and consequential adjustments have been made in the accounts, though, not significant.

13. The company has not accepted any deposits from the public. Hence provisions of Section 58A of the Companies Act, 1956 and the rules framed thereunder are not applicable.

14. In our opinion , reasonable records have been maintained by the company for the sale or disposal of realisable scrap . The company has no by products.

15. In our opinion, the Company has an Internal audit system which needs to be strengthened to commensurate with the size and nature of its business .

16. According to the information furnished to us, maintenance of cost records under section 209(l)(d) of the Companies Act, 1956 has not been prescribed by the Central Government.

17. Provident Fund due relating to the period July 99 to June 2000 aggregating to Rs.9,04,509/- and Employees State Insurance Fund relating to the period March 2000 to June 2000 aggregating to Rs.83,002/- which had fallen due for deposit with the appropriate authorities had not been so deposited as on date.

18. According to the information and explanations given to us, there are no undisputed amounts in respect of Income-Tax, Wealth Tax, Sales tax, Customs Duty and Excise Duty which were outstanding as on June 30, 2000 for a period of more than six months from thedate on which they became payable.

19. According to the information and explanations given to us, and as per the records examined by us, no personal expenses of employees or directors have been charged to revenue account other than those payable under contractual obligations or in accordance with generally accepted business practice.

20. The company is not a sick industrial company, within the meaning of Clause (O) of Sub Section 1 Section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985.

For Rajagopal & Badri Narayanan

Chartered Accountants

Place : Bangalore M.S. Rajagopal

Date : 27-11-2000 Partner