Auditor Report of Moser Baer India Ltd.

Mar 31, 2016

To the Members of Moser Baer India Limited

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of Moser Baer India Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the fifteen months period from January 01, 2015 to March 31, 2016 (the "period") then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

2. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements, that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014 (as amended). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act; safeguarding the assets of the Company; preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

4. 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.

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

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

7. 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

8. 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 March 31, 2016, and its losses and its cash flows for the fifteen months period ended on that date.

Emphasis of Matter

9. We draw attention to note 48 to the financial statements. The Company has incurred a net loss of Rs. 7,036,474,934 for the fifteen months period ended March 31, 2016 and, as of that date, the Company''s accumulated losses amounted to Rs.23,605,019,015 resulting in complete erosion of its net worth. Further, as of that date, the Company''s current liabilities exceeded its current assets by Rs. 21,986,021,287. These conditions, along with matters set forth in note 48 indicate the existence of uncertainty that may cast significant doubt about the company''s ability to continue as a going concern. Our opinion is not qualified in respect of this matter.

10. We draw attention to note 47 to the financial statements with respect to management''s assessment of ''other than temporary'' diminution in value of investments in and recover ability of advances/receivables from its subsidiaries companies amounting to Rs. 3,517,734,934 and Rs. 3,794,758,260 respectively (net of payables and provisions thereon). Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

11. As required by the Companies (Auditor''s Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

c. the standalone financial statements 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 (as amended);

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

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

i. as detailed in Note 32(b) to the standalone financial statements, the Company has disclosed the impact of pending litigations on its standalone financial position;

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

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

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

(i) (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 its fixed assets under which fixed assets are verified in a phased manner over a period of three financial years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification. For stocks lying with third parties at the year-end, written confirmations have been obtained by the management.

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

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

(c) The Company is maintaining proper records of inventory and no material discrepancies between physical inventory and book records were noticed on physical verification.

(iii) The Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of clauses 3(iii)(a) and 3(iii)(b) of the Order are not applicable.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) The Central Government has not specified maintenance of cost records under sub-section (1) of Section 148 of the Act, in respect of Company''s products. Accordingly, the provisions of clause 3(vi) of the Order are not applicable.

(vii) (a) Undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities, though there has been a slight delay in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.

(b) The dues outstanding in respect of income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax and cess on account of any dispute, are as follows:

Name of the statute	Nature of dues	Amount (Rs.)	Amount Paid under protest (Rs.)	Period to which the amount relates	Forum where dispute is pending
Custom Duty	Custom duty	13,924,896	-	FY 2007-08	CESTAT, Chennai
Act, 1962	Custom duty	9,749,862	-	FY 2008-09	High Court of Allahabad
	Custom duty	4,823,292	4,823,292	FY 2009-10 to 2011-12	CESTAT, New Delhi
Excise Duty Act, 1948	Excise duty	197,707,615	594,307	FY2006-07 FY 2011-12 FY 2012-13 FY 2013-14	CESTAT, New Delhi
	Excise duty	1,111,795	7,220	FY 2011-12 to 2013-14	Assistant Commissioner Custom and Central Excise, Noida
	Excise duty	566,581,606	24,470	FY 2007-08 to FY 2013-14	Commissioner Custom and Central Excise, Noida
	Excise duty	9,601,232	356,530	FY 2006-07 FY 2011-12 FY 2012-13	Additional Commissioner Custom and Central Excise, Noida

Name of the statute	Nature of dues	Amount (Rs.)	Amount Paid under protest (Rs.)	Period to which the amount relates	Forum where dispute is pending
Finance Act, 1994	Service tax	288,254,463	2,953,470	FY 2003-04 to 2004-05, FY 2006-07 to 2012-13	Commissioner Custom and Central Excise, Noida
	Service tax	5,440,788	-	FY 1999-00	Deputy Commissioner Customs and Central Excise, Noida
	Service tax	10,316,085	-	FY 2008-09 to 2010-11	Additional Commissioner Custom and Central Excise, --Noida
	Service tax	323,023,008	-	FY 2008-09 to 2011-13	Commissioner Service Tax, Delhi.
	Service tax	16,855	-	FY 2008-09 FY 2009-10 to 2010-11	Assistant Commissioner, Noida
Entry Tax Act, 2009	Entry tax	120,161,327	7,050,841	FY 1999-00 to 2001-02	Supreme Court of India
	Entry tax	2,930,424	1,465,308	FY 2003-04 to 2007-08	High Court, Allahabad
	Entry tax	4,241,834	1,838,272	FY 2004-05 FY 200506 FY 2008-09	Commercial Tax Tribunal, Noida
	Entry Tax	276,135	27,650	FY 2007-08	Deputy Commissioner, Raipur (Appeals)
Central Sales Tax Act, 1956	Sales tax	54,049,750	7,408,830	FY 2004-05 to 2006-07 FY 2008-09	Commercial Tax Tribunal, Noida
	Sales tax	8,415,748	4,734,084	FY 2006-07 to 2012-13	Additional Commissioner, (Appeals)
U.P Trade Tax Act, 1948	Value added tax	5,364,113	3,094,774	FY 2006-07 to 2007-08	Commercial Tax Tribunal, Noida
Rajasthan Value Added Tax Act, 2003	Value Added Tax	1,229,714	77,200	FY 2011-12 FY 2012-13	Appellate Authority-I
U.P Value Added Tax Act, 2008	Value added tax	20,892,671	9,251,120	FY 2000-08 to 2008-09 FY 2012-13	Additional Commissioner, (Appeals)
	Value added tax	34,435,162	800,000	FY 2008-09	Commercial Tax Tribunal, Noida
Kerala VAT Act, 2005	Value added tax	2,608,271	1,372,789	FY 2007-08 FY 2008-09	Commercial Tax Assistant Commissioner, Ernakulam
Chhattisgarh VAT Act, 2005	Value added tax	32,697	3,300	FY 2007-08	Deputy Commissioner Raipur (Appeals)
West Bengal VAT Act 2003	Value added tax	1,038,907	-	FY 2009-10	Joint Commissioner, West Bengal
Income Tax Act, 1961	Income tax	903,566,208	36,279,670	AY 2004-05 to AY 2010-11	Income Tax Appellate Tribunal

Notes:

(i) FY - Financial year

(ii) AY - Assessment year

(c) The Company has transferred the amount required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under within the specified time.

(viii) In our opinion, the Company''s accumulated losses at the end of the financial year are more than fifty percent of its net worth. The Company has incurred cash losses in the current and the immediately preceding financial year.

ix) There are no dues payable to debenture-holders. The Company has defaulted in repayment of dues to the banks and a financial institution as summarized below:

	Due date	Amount of default(Rs.)	Default in days
Banks	30-Sep-13	410,220	640
	31-Oct-13	2,802,740	609-882
	30-Nov-13	2,740,517	852
	31-Dec-13	2,980,806	447-821
	31-Jan-14	7,219,821	454-790
	28-Feb-14	23,111,939	388-762
	31-Mar-14	44,933,089	288-731
	30-Apr-14	29,759,832	327-701
	31-May-14	74,938,392	296-670
	30-Jun-14	152,791,342	266-640
	31-Jul-14	52,627,286	235-609
	31-Aug-14	212,290,865	204-578
	30-Sep-14	168,871,259	113-548
	31-Oct-14	77,323,647	82-517
	30-Nov-14	411,828,329	52-487
	30-Dec-14	20,327,302	10-456
	31-Dec-14	192,160,405	21-456
	31-Jan-15	92,727,929	1-425
	28-Feb-15	448,281,262	1-397
	31-Mar-15	211,516,945	1-366
	30-Apr-15	90,359,240	1-336
	31-May-15	419,770,033	1-305
	30-Jun-15	90,352,985	1-275
	31-Jul-15	93,473,155	21-244
	31-Aug-15	419,624,437	1-213
	30-Sep-15	90,384,105	50-183
	31-Oct-15	93,169,552	59-152
	30-Nov-15	415,884,791	1-122
	31-Dec-15	92,845,741	91
	31-Jan-16	92,886,536	60
	29-Feb-16	411,419,825	1-31
	31-Mar-16	92,780,532	-
Financial Institution	31-Jan-14	1,495,820	790
	28-Feb-14	1,557,851	762
	31-Mar-14	1,724,763	731
	30-Apr-14	1,415,804	701
	31-May-14	1,724,763	670
	30-Jun-14	12,719,750	640
	31-Jul-14	2,768,897	609
	31-Aug-14	13,008,600	578
	30-Sep-14	8,930,113	548

	Due date	Amount of default(Rs.)	Default in days
	31-Oct-14	4,408,920	517
	30-Nov-14	22,812,627	487
	31-Dec-14	9,358,180	456
	31-Jan-15	4,418,445	425
	28-Feb-15	22,527,567	397
	31-Mar-15	9,358,180	366
	30-Apr-15	4,275,914	336
	31-May-15	23,035,915	305
	30-Jun-15	4,275,914	275
	31-Jul-15	4,418,445	244
	31-Aug-15	23,035,915	213
	30-Sep-15	4,275,914	183
	31-Oct-15	4,418,445	152
	30-Nov-15	22,893,384	122
	31-Dec-15	4,418,445	91
	31-Jan-16	4,418,445	60
	29-Feb-16	22,750,855	31
	31-Mar-16	4,418,445	-

(x) The Company has given a guarantee in respect of loans taken by subsidiaries from banks, in respect of which no commission is charged from the subsidiaries. In our opinion, having regard to the long term involvement with the subsidiary companies and considering the explanations given to us in this regard, the terms and conditions of the above are not, prima facie, prejudicial to the interests of the Company.

(xi) In our opinion, the Company has applied the term loans for the purpose for which these loans were obtained.

(xii) No fraud on or by the Company has been noticed or reported during the period covered by our audit

For Walker Chandiok & Co LLP

Chartered Accountants

Firm''s Registration No.: 001076N/N500013

per Neeraj Goel

Partner

Membership No.:099514

Place: New Delhi

Date: May 25, 2016

---

Dec 31, 2014

1. We have audited the accompanying financial statements of Moser Baer India Limited, ("the Company"), which comprise the Balance Sheet as at 31 December 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

2. Management is responsible for the preparation of these financial statements, that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13 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.

Auditors'' Responsibility

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

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' 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 Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

I) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 December 2014;

ii) in the case of Statement of Profit and Loss, of the lossfor 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.

Emphasis of Matter

7. We draw attention to note 48 to the financial statements. The Company has incurred a net loss of Rs. 7,083,003,303 during the year ended 31 December 2014, and as of that date, the Company''s accumulated losses aggregate to Rs. 16,457,149,952 resulting in complete erosion of its net worth. Further, as of that date, the Company''s current liabilities exceeded its current assets by Rs. 14,877,708,565. These conditions, along with matters set forth in note 48, indicate the existence of uncertainty that may cast significant doubt about the Company''s ability to continue as a going concern. Our opinion is not qualified in respect of this matter.

8. We draw attention to note 47 to the financial statements with respect to management''s assessment of ''other than temporary'' diminution in value of investments in and recoverability advances/receivables from three subsidiaries namely Helios Photo Voltaic Limited (HPVL), Moser Baer Solar Limited (MBSL) and Moser Baer Entertainment Limited (MBEL) aggregating to Rs. 1,585,585,317, Rs. 5,942,363,718 and Rs. 1,630,452,857 respectively (net of payables and provisions thereon). Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

9. 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.

10. 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 financial statements dealt with by this report are in agreement with the books of account;

d. in our opinion, the financial statements comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013; and

e. on the basis of written representations received from the directors, as on 31 December 2014 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 December 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

Annexure to the Independent Auditors'' Report of even date to the members of Moser Baer India Limited, on the financial statements for the year ended 31 December 2014

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

(i) (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 its fixed assets, except goods in transit and stocks lying with third parties, under which fixed assets are verified in a phased manner over a period of three financial years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification. For stocks lying with third parties at the year-end, written confirmations have been obtained by the management.

(c) In our opinion, a substantial part of fixed assets has not been disposed off during the year.

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

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

(c) The Company is maintaining proper records of inventory and no material discrepancies between physical inventory and book records were noticed on physical verification.

(iii) (a) The Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clauses 4(iii)(b) to 4(iii) (d) of the Order are not applicable.

(b) The Company has taken unsecured loans from one party covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs. 127,000,000 and the year-end balance is Rs. 127,000,000.

(c) In respect of interest free loan taken, there is no repayment schedule, hence, we are unable to comment as to whether the terms and conditions are prejudicial to the interest of the Company.

(d) In respect of interest free loans taken, there is no repayment schedule; hence, we are unable to comment as to whether payment of the principal amount is regular.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) (a) In our opinion, the particulars of all contracts or arrangements that need to be entered into the register maintained under Section 301 of the Act have been so entered.

(b) In our opinion, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

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

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

(ix) (a) 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 and other material statutory dues, as applicable, have not been regularly deposited with the appropriate authorities and there have been significant delays in a large number of cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.

Annexure to the Independent Auditors'' Report of even date to the members of Moser Baer India Limited, on the financial statements for the year ended 31 December 2014

(b) The dues outstanding in respect of income-tax, sales-tax, wealth tax, service tax, custom duty, excise duty, cess on account of any dispute, are as follows:

Name of the Nature of dues Amount (Rs.) Amount Paid statute under protest (Rs.)

Custom Duty Customs duty 13,924,896 - Act, 1962 Custom duty 9,749,862 -

Custom duty 4,823,292 4,823,292

Excise Duty Excise duty 423,476,625 594,307 Act, 1948

Excise duty 774,864 7,220

Excise duty 602,343,323 24,470

Excise duty 9,601,232 356,530

Finance Act, Service tax 288,254,463 2,953,470 1994

Service tax 5,440,788 -

Service tax 10,316,085 -

Service tax 331,702,787 -

Service tax 16,855 -

Entry Tax Act, Entry tax 120,161,327 7,050,841 2009

Entry tax 2,930,424 1,465,308

Entry tax 4,241,834 1,838,272

Entry Tax 276,135 27,650

Central Sales Sales tax 48,749,842 4,208,830 TAx Act, 1956

Sales tax 9,629,197 3,860,012

Sales Tax 134,440,208 -



Excise Duty Act, 1948

Finance Act, 1994

Entry Tax Act, 2009

Central Sales Tax Act, 1956

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

Custom Duty Act, 1962 FY 2007-08 CESTAT, Chennai

FY 2008-09 High Court of Allahabad

FY 2009-10 to CESTAT, New Delhi 2011-12

Excise Duty Act, 1948 FY2006-07 CESTAT, New Delhi FY 2011-12

FY 2011-12 to Assistant Commissioner 2013-14 Custom and Central Excise, Noida

FY 2007-08 to Commissioner Custom and FY 2013-14 Central Excise, Noida

FY 2006-07 Additional Commissioner FY 2011-12 Custom and Central Excise, FY 2012-13 Noida

Finance Act 1994 FY 2003-04 to Commissioner Custom and 2004-05, Central Excise, Noida FY 2006-07 to 2012-13

FY 1999-00 Deputy Commissioner Customs and Central Excise, Noida

FY 2008-09 to Additional Commissioner 2010-11 Custom and Central Excise, Noida

FY 2008-09 to Commissioner Service Tax, FY 2011-13 Delhi.

FY 2008-09 Assistant Commissioner, FY 2009-10 to Noida 2010-11

Entry TAx Act 2009 FY 1999-00 to Supreme Court of India 2001-02

FY 2003-04 to High Court, Allahabad 2007-08

FY 2004-05 Commercial Tax Tribunal, FY 2005-06 Noida FY 2008-09

FY 2007-08 Deputy Commissioner, Raipur (Appeals)

Central Sales Tax Act 1956 FY 2004-05 to Commercial Tax Tribunal, 2006-07 Noida

FY 2006-07 to Additional Commissioner, 2007-08 (Appeals)

FY 2004-07 FY 2004-05- Deputy. Commissioner Noida and FY 2005-2007- Joint Comissioner. Corporate Circle Noida



Annexure to the Independent Auditors'' Report of even date to the members of Moser Baer India Limited, on the financial statements for the year ended 31 December 2014

Name of the Nature of dues Amount (Rs.) Amount Paid statute under protest (Rs.)

U.P. Trade Tax Value added tax 5,364,113 3,094,774 Act, 1948

U.P. Value AddedValue added tax 22,738,383 5,420,335 Tax Act, 2008

Value added tax 62,743,734 650,581

Value added tax 169,806,826 -

Kerala VAT Act, Value added tax 4,689,127 1,216,662 2005

Value added tax 516,998 -

Chhattisgarh Value added tax 32,697 3,300 VAT Act, 2005

West Bengal Value added tax 1,038,907 - VAT Act 2003

Income Tax Income tax 119,575,567 34,500,000 Act, 1961



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

U.P. Trade Tax Act, 1948 FY 2006-07 to Commercial Tax Tribunal, 2007-08 Noida

U.P. Value Added Tax Act, FY 2007-08 to Additional Commissioner, 2008 2008-09 (Appeals)

FY 2008-09 Commercial Tax Tribunal Noida

FY 2004-07 FY 2004-05- Deputy Commissioner Noida and FY 2005-2007- Joint Commissioner Corporate Circle Noida

Kerala Vat Act 2005 FY 2007-08 Commercial Tax Assistant Commissioner, Ernakulam

FY 2008-09 Deputy Commissioner (Appeals)

Chhattisgarh Vat Act 2005 FY 2007-08 Deputy Commissioner Raipur (Appeals))

West Bengal Vat Act 2003 FY 2009-10 Joint Commissioner, West Bengal

Income Tax Act 1961 AY 2004-05 to Income Tax Appellate 2007-08 Tribunal

Notes:

(i) FY - Financial year

(ii) AY – Assessment year

(x) In our opinion, the Company''s accumulated losses at the end of the year are more than fifty percent of its net worth. The Company has incurred cash losses in the current year and the immediately preceding financial year.

(xi) There are no dues payable to debenture-holders. The Company has defaulted in repayment of dues to banks and a financial institution as summarised below:

Due date Amount of default Default in days

Banks 31-May-13 2,717,758 273-294

30-Jun-13 3,175,432 243-334

31-Jul-13 4,454,621 176-303

31-Aug-13 16,204,862 145-395

30-Sep-13 53,924,167 103-457

31-Oct-13 57,824,771 84-426

30-Nov-13 73,168,491 39-396

31-Dec-13 299,737,682 1-365

31-Jan-14 100,533,948 1-334

28-Feb-14 284,628,292 3-306

31-Mar-14 363,062,392 5-275

30-Apr-14 112,604,104 2-245

31-May-14 243,972,299 5-214

30-Jun-14 356,544,149 8-184

31-Jul-14 93,458,653 27-153

31-Aug-14 322,086,156 8-122

30-Sep-14 203,427,186 1-92

31-Oct-14 82,668,006 3-61

30-Nov-14 429,332,892 1-31

Financial Institution 31-Mar-13 185,491 427

30-Apr-13 1,258,371 397

31-May-13 1,560,150 237-366

30-Jun-13 2,843,718 207-396

31-Jul-13 4,625,358 176-365

31-Aug-13 4,344,271 145-334

30-Sep-13 4,476,154 244-304

31-Oct-13 6,380,441 213-426

30-Nov-13 6,306,421 183-396

31-Dec-13 13,823,208 152-365

31-Jan-14 4,662,753 121-181

28-Feb-14 13,277,501 93-153

31-Mar-14 15,768,272 62-122

30-Apr-14 3,635,112 92-245

31-May-14 21,899,149 1-214

30-Jun-14 14,151,717 31-184

31-Jul-14 2,768,897 153

31-Aug-14 13,008,600 122

30-Sep-14 8,930,113 92

31-Oct-14 4,408,920 61

30-Nov-14 22,812,627 31

(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. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly, provisions of clause 4(xiii) of the Order are not applicable.

(xiv) In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments.

Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

(xv) The Company has given a guarantee in respect of loans taken by subsidiaries from banks, in respect of which no commission is charged from the subsidiaries. In our opinion, having regard to the long term involvement with the subsidiary companies and considering the explanations given to us in this regard, the terms and conditions of the above are not, prima facie, prejudicial to the interests of the Company.

Annexure to the Independent Auditors'' Report of even date to the members of Moser Baer India Limited, on the financial statements for the year ended 31 December 2014

(xvi) In our opinion, the Company has applied the term loans for the purpose for which these loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that funds amounting to approximately Rs. 14,877,708,565 raised on short term basis in the form of excess of current liabilities over current assets have been used for funding the operating losses of the Company.

(xviii) The Company has made preferential allotment of shares to parties covered in the register maintained under Section 301 of the Act. In our opinion, the price at which shares have been issued is not, prima facie, prejudicial to the interest of the Company.

(xix) The Company has neither issued nor had any outstanding debentures during the year.

(xx) The Company has not raised any money by public issues during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable.

(xxi) No fraud on or by the Company has been noticed or reported during the year covered by our audit.

For Walker, Chandiok & Co LLP (formerly Walker, Chandiok & Co) Chartered Accountants Firm Registration No.: 001076N/N500013

per Neeraj Goel Partner Membership No.: 099514

Place: New Delhi Date: 26 February 2015

---

Dec 31, 2013

1. We have audited the accompanying financial statements of Moser Baer India Limited, ("the Company"), which comprise the Balance Sheet as at 31 December 2013, and the Statement of Profit and Loss and Cash Flow Statement for the nine months period from 1 April 2013 to 31 December 2013, then ended ("the period"), and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements, that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13 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.

Auditors'' Responsibility

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

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' 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 Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 December 2013;

ii) in the case of Statement of Profit and Loss, of the loss for the period, from 1 April 2013 to 31 December 2013,; and

iii) in the case of the Cash Flow Statement, of the cash flows for the period, from 1 April 2013 to 31 December 2013.

Emphasis of Matter

7. We draw attention to note 44(d) and 45 to the financial statements which describes the ongoing re-structuring discussion with FCCB holders, the related accounting and the fact that the Company has incurred a net loss of Rs. 4,466,627,030 during the period 1 April 2013 to 31 December 2013, and as of 31 December 2013 the Company''s accumulated losses aggregate to Rs. 3,436,395,366 resulting in a complete erosion of the net worth of the Company. Further as on that date, the Company''s current liabilities exceed its current assets by Rs. 9,671,083,236. These conditions, along with matters set forth in note 44(d) and 45, indicate the existence of material uncertainty that may cast significant doubt about the Company''s ability to continue as a going concern. Our opinion is not qualified in respect of this matter.

8. We draw attention to note 49 to the financial statements with respect to management''s assessment of permanent diminution in the value of investments and recoverability of advances and other receivables from three subsidiaries namely Helios Photo Voltaic Limited (HPVL) (formerly known as Moser Baer Photovoltaic Limited), Moser Baer Solar Limited (MBSL) and Moser Baer Entertainment Limited (MBEL) aggregating to Rs. 1,582,762,004, Rs. 6,141,411,910 and Rs. 3,271,631,829 respectively. The conclusion of diminution in the value of investments and recoverability of advances and other receivables are dependent on successful implementation of business plans and new technologies, external market conditions, regulatory benefits and full implementation of debt restructuring in the terms as proposed by the HVPL and MBSL, which are materially uncertain. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

9. 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.

10. 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 financial statements dealt with by this report are in agreement with the books of account;

d. in our opinion, the financial statements comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013; and

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

Annexure to the Independent Auditors'' Report of even date to the members of Moser Baer India Limited, on the financial statements for the nine months from 1 April 2013 to 31 December 2013 ("the period")

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

(i) (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 its fixed assets under which fixed assets are verified in a phased manner over a period of three financial years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) In our opinion, a substantial part of fixed assets has not been disposed off during the period.

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

(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 and no material discrepancies between physical inventory and book records were noticed on physical verification.

(iii) (a) The Company has granted unsecured loans to three parties covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the period is Rs. 1,503,630,160 and the period-end balance is Rs. 895,849,270.

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

(c) In respect of loan granted to one party, the principal amount is not due for repayment currently however, receipt of interest is not regular. In respect of loans granted to other parties, the principal and interest amounts are repayable on demand and since the repayment of such loans and interest has not been demanded, in our opinion, receipt of the principal and interest amount is regular.

(d) There is no overdue amount in respect of loans granted to such companies, firms or other parties, except for overdue interest for which reasonable steps have been taken by the Company.

(e) 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 Act. Accordingly, the provisions of clauses 4(iii)(f) and 4(iii)(g) of the Order are not applicable.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) (a) In our opinion, the particulars of all contracts or arrangements that need to be entered into the register maintained under Section 301 of the Act have been so entered.

(b) In our opinion, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees five lakhs in respect of any party during the period have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

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

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

(ix) (a) 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 and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities, though there has been a slight delay in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the period-end for a period of more than six months from the date they became payable.

Annexure to the Independent Auditors'' Report of even date to the members of Moser Baer India Limited, on the financial statements for the nine months from 1 April 2013 to 31 December 2013 ("the period")

(b) The dues outstanding in respect of income-tax, sales-tax, wealth tax, service tax, custom duty, excise duty, cess on account of any dispute, are as follows:

Name of the Nature of dues Amount (Rs.) Amount Paid statute under protest (Rs.) Custom Duty Customs duty 13,924,896 - Act, 1962

Custom duty 9,749,862 -

Custom duty 4,823,292 4,823,292 Excise Duty Excise duty 423,833,155 950,837 Act, 1948

Excise duty 976,028 31,690

Excise duty 581,535,930 -

Excise duty 9,068,008 -

Finance Act, Service tax 288,254,463 2,953,470 1994

Service tax 5,440,788 -

Service tax 3,920,092 -

Service tax 63,316,764 -

Service tax 10,332,940 -

Service tax 315,983,368 -

Service tax 8,679,779 -

Entry Tax Act Entry tax 120,161,327 7,050,841

Entry tax 2,930,424 1,465,308

Entry tax 4,241,834 1,838,272

Entry tax 6,185,487 1,546,372 Entry Tax 276,135 27,650

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

Custom Duty Act,1962 FY 2007-08 CESTAT, Chennai

FY 2008-09 High Court of Allahabad

FY 2009-10 to CESTAT, New Delhi 2011-12

Excise Duty Act,1948 FY2006-07 to CESTAT, New Delhi 2011-12

FY 2011-12 to Assistant Commissioner 2013-14 Custom and Central Excise, Noida

FY 2007-08 to Commissioner Custom and FY 2012-13 Central Excise, Noida

FY 2006-07 Additional Commissioner FY 2011-12 Custom and Central Excise, FY 2013-13 Noida

Finance Act, FY 2003-04 to Commissioner Custom 1994 and 2004-05, Central Excise, Noida

FY 2006-07 to 2012-13

FY 1999-00 Deputy Commissioner Customs and Central Excise, Noida

FY 2000-01 to High Court, Allahabad 2001-02

FY 2005-06 CESTAT, New Delhi

FY 2008-09 to Additional Commissioner 2010-11 Custom and Central Excise, Noida

FY 2008-09 to Commissioner Customs and 2011-12 Central Excise, Delhi

FY 2012-13 Commissioner Service Tax, Delhi.

Entry Tax Act FY 1999-00 to Supreme Court of India 2001-02

FY 2003-04 to High Court, Allahabad

2007-08

FY 2004-05 Commercial Tax Tribunal, FY 2005-06 Noida FY 2008-09

FY 2007-08 Additional Commissioner, (Appeals).

FY 2007-08 Deputy Commissioner, Raipur (Appeals)

Name of the Nature of dues Amount (Rs.) Amount Paid statute under protest (Rs.)

Central Sales Sales tax 14,241,807 4,208,830 Tax Act, 1956

Sales tax 9,711,774 3,860,012

U.P. Trade Tax Value added tax 5,151,738 3,094,774 Act, 1948

Value added tax 34,799,230 -

U.P. Value Added Value added tax 22,738,383 5,420,335 Tax Act, 2008

Value added tax 67,053,409 650,581

Kerala VAT Act, Value added tax 4,689,127 1,216,662 2005

Chhattisgarh Value added tax 32,697 3,300 VAT Act, 2005

Kerala VAT Value added tax 516,998 - Act, 2005

West Bengal Value added tax 1,038,907 - VAT Act 2003

Income Tax Income tax 115,689,581 34,500,000 Act, 1961

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

Central Sales Tax Act,1956 FY 2004-05 Commercial Tax Tribunal, and 2006-07 Noida

FY 2007-08 to Additional Commissioner, 2008-09 (Appeals)

U.P.Trade Tax Act 1948 FY 2006-07 to Commercial Tax Tribunal, 2007-08 Noida

FY 2000-01 to Deputy Commissioner 2005-06 Khand 6, Noida

U.P.Value Added Tax Act,2008 FY 2007-08 to Additional Commissioner, 2008-09 (Appeals)

FY 2008-09 Commercial Tax Tribunal, Noida

Kerala VAT Act 2005 FY 2007-08 Commercial Tax Assistant Commissioner, Ernakulam

Chhattisgarh VAT Act, 2005 FY 2007-08 Deputy Commissioner Raipur (Appeals)

Kerala VAT Act, 2005 FY 2008-09 Deputy Commissioner (Appeals)

West Bengal VAT Act,1961 FY 2009-10 Joint Commissioner, West Bengal

Income tax AAct 1961 AY 2004-05 to Income Tax Appellate 2007-08 Tribunal

Notes:

(i) FY - Financial year

(ii) AY – Assessment year

(x) In our opinion, the Company''s accumulated losses at the end of the period are more than fifty percent of its net worth.

The Company has incurred cash losses in the current period and the immediately preceding financial year.

(xi) There are no dues payable to debenture-holders. The Company has defaulted in repayment of dues to banks and a financial institution as summarised below:

Particulars Amount (Rs.) Due date Delay in days

Banks 2,717,758 31 May 2013 214

3,175,432 30 June 2013 184

3,303,618 31 July 2013 153 5,304,084 31August 2013 122

48,551,632 30 September 2013 92

58,253,141 31 October 2013 61

72,820,010 30 November 2013 31

Particulars Amount (Rs.) Due date Delay in days

Financial institution 185,491 31 March 2013 275

1,258,371 30 April 2013 245

1,560,150 31 May 2013 214

2,843,718 30 June 2013 184

4,625,358 31 July 2013 153

4,625,358 31 August 2013 122

8,062,510 30 September 2013 92

4,742,574 31 October 2013 61 4,637,295 30 November 2013 31

(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. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly, provisions of clause 4(xiii) of the Order are not applicable.

(xiv) In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

(xv) The Company has given a guarantee in respect of loans taken by subsidiaries from banks, in respect of which no commission is charged from the subsidiaries. In our opinion, having regard to the long term involvement with the subsidiary companies and considering the explanations given to us in this regard, the terms and conditions of the above are not, prima facie, prejudicial to the interests of the Company.

(xvi) In our opinion, the Company has applied the term loans for the purpose for which these loans were obtained.

(xvii) In our opinion, no funds raised on short-term basis have been used for long-term investment by the Company.

(xviii) As per the terms of Master Restructuring Agreement, during the period, the Company has made preferential allotment of shares to parties covered in the register maintained under Section 301 of the Act. In our opinion, the price at which shares have been issued is not, prima facie, prejudicial to the interest of the Company.

(xix) The Company has neither issued nor had any outstanding debentures during the period.

(xx) The Company has not raised any money by public issues during the period. Accordingly, the provisions of clause 4 (xx) of the Order are not applicable.

(xxi) No fraud on or by the Company has been noticed or reported during the period covered by our audit.

For Walker, Chandiok & Co

Chartered Accountants

Firm Registration No.: 001076N

per Ashish Gupta

Partner

Membership No.: 504662

Place: New Delhi

Date: 28 February 2014

---

Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying financial statements of Moser Baer India Limited, ("the Company"), which comprise of 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

2. Management is responsible for the preparation of these financial statements, that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' 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.

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

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

ii) in the case of Statement of Profit and Loss, of the loss 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.

Emphasis of Matter

7. We draw attention to note 44(d) to the Financial statements regarding re-structuring of the outstanding Foreign Currency Convertible Bonds, the related accounting and also the uncertainty of this being accepted by the bond holders and approved by concerned regulatory authorities. Our opinion is not qualified in respect of this matter.

8. We draw attention to note 47(a) in the financial statements with respect to management''s assessment, based on valuation performed by an independent valuer, of recoverability of investments in and other receivables from two subsidiaries namely Moser Baer Photovoltaic Limited and Moser Baer Solar Limited amounting to Rs. 1,472,573,990 and Rs. 6,163,124,675 respectively. The recoverability of these amounts is dependent on successful implementation of new technologies, external market conditions, regulatory benefits and conclusion of debt restructuring in the terms as proposed by the subsidiaries, which are significantly uncertain. Our report is not qualified in respect of this m a tt e r.

Report on Other Legal and Regulatory Requirements

9. 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.

10. 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 financial statements dealt with by this report are in agreement with the books of account;

d. In our opinion, the financial statements comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act; and

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 Act.

Annexure to the Independent Auditors'' Report of even date to the members of Moser Baer India Limited, on the financial statements for the year ended March 31, 2013

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

(i) (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 its fixed assets under which fixed assets are verified in a phased manner over a period of ---three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) In our opinion, a substantial part of fixed assets has not been disposed off during the year.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year, except for goods-in-transit and stocks lying with third parties. For stocks lying with third parties at the year-end, written confirmations have been obtained by the management.

(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 and no material discrepancies between physical inventory and book records were noticed on physical verification.

(iii) (a) The Company has granted unsecured loans to four parties covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs.1,473,135,878 and the year-end balance is Rs.1,300,299,083.

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

(c) In respect of loan granted to one party, the principal amount is not due for repayment currently however, receipt of interest is not regular. In respect of loans granted to other parties, the principal and interest amounts are repayable on demand and since the repayment of such loans and interest has not been demanded, in our opinion, receipt of the principal and interest amount is regular.

(d) There is no overdue amount in respect of loans granted to such companies, firms or other parties.

(e) 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 Act. Accordingly, the provisions of clauses 4(iii)(f) and 4(iii)(g) of the Order are not applicable.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) (a) In our opinion, the particulars of all contracts or arrangements that need to be entered into the register maintained under Section 301 of the Act have been so entered.

(b) In our opinion, the transactions made in pursuance of such contracts or arrangements and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

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

(viii)We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act in respect of Company''s products/services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) (a) 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 and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities, though there has been a slight delay in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they become payable.

(b) The dues outstanding in respect of sales-tax, income-tax, custom duty, wealth-tax, excise duty, cess on account of any dispute, are as follows:

Name of the Nature of dues Amount (Rs.) Amount Paid statute Under Protest (Rs.)

Custom Duty Duty demand on 9,749,862 - Act, 1962 supplies of steel from DTA to SEZ

Custom Duty Dispute on 4,823,292 4,823,292 Act, 1962 classification of LCD panels

Customs duty 13,924,896 -

Exemption notification 1,841,000 - denied as goods imported are not CG for production

Excise Duty Act, Excise duty on royalty 2,755,310 500,000 1948 paid by the copyright owners to artist/ film producers (including penalty)

4% SAD against 35,183 35,183 clearance of free samples

59,124 59,124

73,565 73,565

282,965 282,965

7,220 7,220

15,286 15,286

4% ACD 396,741,056 -

Excise Duty Act, 4% ACD 39,937,261 - 1948

17,839,621 -

Demand for 3rd cess 5,249,062 - duty from July''10 to Feb''11

Demand for 3rd cess 6,971,742 - duty from July''10 to Mar''11

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

Custom Duty Act,1962 FY 2008-09 High Court of Allahabad

Custom Duty Act,1962 FY 2009-10 CESTAT, New Delhi

FY 2010-11

FY 2011-12

FY 2007-08 CESTAT, Chennai

FY 2002-03 Supreme Court,

New Delhi

Excise Duty Act,1948 FY 2006-07 CESTAT, New Delhi

FY 2008-09 CESTAT, New Delhi

FY 2009-10

FY 2009-10 Additional Commissioner, Noida

FY 2011-12 Assistant Commissioner Custom and Central Excise, Noida

FY 2010-11 CESTAT, New Delhi

FY 2011-12 Assistant Commissioner Custom and Central Excise, Noida

FY 2012-13 Assistant Commissioner Custom and Central Excise, Noida

FY 2007-08 to Commissioner Custom

FY 2011-12 and Central Excise, Noida

Excise Duty Act,1948 FY 2011-12 Commissioner Custom and Central Excise, Noida

FY 2012-13 Commissioner Custom and Central Excise, Noida

FY 2010-11 Commissioner Custom and Central Excise, Noida

FY 2010-11 Commissioner Custom and Central Excise, Noida

Name of the Nature of dues Amount (Rs.) Amount Paid statute Under Protest (Rs.)

Demand for 3rd cess 3,563,234 - duty from Mar''11 to Sep''11

Demand for 3rd cess 5,254,300 - duty from Apr''11 to Sep''11

Demand for 3rd cess 1,745,392 - duty from Oct''11 to Mar''12

Demand for 3rd cess 5,695,807 - duty from Oct''11 to Feb''12

Demand for 3rd cess 11,124,335 - duty from Mar''12 to Dec''12

Disallowance of 176,694 - cenvat credit on MS & GI pipes

Excise duty on late 1,650,802 - filing of export proofs

Excise Duty Act, On account of 4% 205,588,922 - 1948 additional custom duty as per Exemption 215,038,086 - Notification

79,934,850 -

Exemption notification 2,761,250 - denied as goods imported are not CG for production

Finance Act, Service tax on IPR 58,640,712 - 1994 services

5,440,788 -

5,606,684 -

Service tax on IPR 3,920,092 - services (including penalty thereon)

Cenvat credit of 63,316,764 - service tax paid u/s 66A denied (including penalty thereon)

Service tax paid on 10,749,267 2,953,470 insurance premium



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

FY 2011-12 Additional Commissioner Custom and Central Excise, Noida

FY 2011-12 Commissioner Custom and Central Excise, Noida

FY 2011-12 Additional Commissioner Custom and Central Excise, Noida

FY 2011-12 Commissioner Custom and Central Excise, Noida

FY 2012-13 Commissioner Custom and Central Excise, Noida

FY 2011-12 Assistant Commissioner Custom and Central Excise, Noida

FY 2006-07 Additional Commissioner Custom and Central Excise, Noida

Excise Duty Act,1948 FY 2006-07 CESTAT, New Delhi

FY 2007-08 CESTAT, New Delhi

FY 2007-08 Commissioner Custom and Central Excise, Noida

FY 2006-07 Supreme Court, New Delhi

Finance Act,1994 FY 2003-04 Commissioner Custom and Central Excise, Noida

FY 1999-00 Deputy Commissioner Customs and Central Excise, Noida

FY 2003-04 Commissioner Customs

FY 2004-05 and Central Excise, Noida

FY 2000-01 High Court, New Delhi

FY 2001-02

FY 2005-06 CESTAT, New Delhi

FY 2006-07 Commissioner Customs and Central Excise, Noida

Name of the Nature of dues Amount (Rs.) Amount Paid statute Under Protest (Rs.)

Finance Act, Disallowance of 3,748,499 - 1994 cenvat credit on outdoor canteen services denied

Finance Act, Disallowance of 2,312,533 - 1994 cenvat credit on outdoor canteen services denied 16,855 -

1,259,306 -

2,995,747 -

Cenvat credit of 56,746,863 - service tax paid u/s 66A denied

106,554,346 -

Cenvat credit of 29,849,266 - service tax paid u/s 66A denied

Service tax on Gross 8,679,779 - Fee (including Underwriting fee)

Finance Act, Service tax on IPR 7,547,218 - 1994 services

On the ground that 1,031,000 - Steag has provided engineering consultancy on which service tax is attracted

Entry Tax Act Entry tax 106,059,645 -

Entry tax 14,101,682 7,050,841

Entry tax 1,372,650 686,325

Entry tax 1,510,056 1,255,028

Entry tax 1,994,006 398,801

Entry tax 630,772 315,500

Entry tax 574,962 287,463

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

Finance Act,1944 FY 2008-09 Additional Commissioner

FY 2009-10 Custom and Central Excise, --Noida

Finance Act,1944 FY 2009-10 Additional Commissioner

FY 2010-11 Central Excise, --Noida

FY 2008-09 Assistant Commissioner

FY 2009-10 Custom and Central

FY 2010-11 Excise, Noida

FY 2010-11 Additional Commissioner Custom and Central Excise, Noida--

FY 2008-09 Additional Commissioner

FY 2009-10 Customs and Central

FY 2010-11 Excise, Noida

FY 2008-09 Commissioner Customs

FY 2009-10 and Central Excise, Noida

FY 2010-11

FY 2011-12

FY 2007-08 Commissioner Customs

FY 2008-09 and Central Excise, Noida

FY 2009-10

FY 2010-11

FY 2011-12 Commissioner Customs and Central Excise, Noida.

FY 2012-13 Commissioner Service Tax, Delhi.

Finance Act,1994 FY 2012-13 Commissioner Customs and Central Excise, Noida.

FY 2002-03 High Court, New Delhi

Entry Tax Act FY 1998-99 Supreme Court of India

FY 2000-01 Supreme Court of India

FY 2002-03 High Court, Allahabad

FY 2003-04 Commercial Tax Tribunal, Noida

FY 2004-05 Commercial Tax Tribunal, Noida

FY 2004-05 High Court, Allahabad

FY 2005-06 Commercial Tax Tribunal, Noida

Name of the Nature of dues Amount (Rs.) Amount Paid statute Under Protest (Rs.)

Entry tax 352,040 176,020

Entry tax 6,185,487 - Entry tax 737,772 184,443

Central Sales Non submission of 14,029,432 4,208,830 Tax Act, 1956 Form Conclusion:

Rate difference on 1,082,320 485,718 recorded CD/DVD

Central Sales Recorded CD/DVD 3,246,969 161,907 Tax Act, 1956 shown as CD/DVD (including penalty)

Non receipt and 5,299,908 3,200,000 rejection of Form C and F

Use of furnace oil 82,577 - purchased against Form C for office purpose

Rate difference on 212,375 - sale of PP woven bags

U.P. Trade Demand as per Final 1,115,914 334,774 Tax Act, 1948 Assessment Order

Rate difference on 3,840,774 2,760,000 recorded CD/DVD

Demand against sale 195,050 - enhancement

U.P. Value Added Recorded CD/DVD 12,247,485 2,988,711 Tax Act, 2008 shown as CD/DVD (including penalty)

Use of furnace oil 4,309,675 430,968 purchased against Form C for office purpose

U.P. Value Added Recorded CD/DVD 34,720,410 - Tax Act, 2008 shown as CD/DVD (including penalty)

Recorded CD/DVD 28,023,324 - shown as CD/DVD (including penalty)

Rate difference on 4,079,060 1,631,324 recorded CD/DVD

Rate difference on 6,411,838 800,000 recorded CD/DVD and wooden pallets

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

FY 2006-07 Commercial Tax Tribunal, Noida

FY 2006-07 Additional Commissioner,(Appeals).

FY 2007-08 Additional Commissioner, (Appeals).

Central Sales Tax Act,1956 FY 2005-06 Commercial Tax Tribunal, Noida

FY 2006-07 Additional Commissioner, (Appeals)

Central Sales Tax Act,1956 FY 2006-07 Additional Commissioner, (Appeals)

FY 2007-08 Additional Commissioner, (Appeals)

FY 2007-08 Additional Commissioner, (Appeals)

FY 2004-05 Commercial Tax Tribunal, Noida

U.P.Tax Act,1948 FY 2005-06 Commercial Tax Tribunal, Noida

FY 2006-07 Commercial Tax Tribunal, Noida

FY 2006-07 Commercial Tax Tribunal, Noida

U.P.Value Added Tax Act,2008 FY 2006-07 Additional Commissioner, (Appeals)

FY 2007-08 Additional Commissioner, (Appeals)

U.P.Value Added Tax Act,2008 FY 2007-08 Additional Commissioner, (Appeals)

FY 2007-08 Additional Commissioner, (Appeals)

FY 2006-07 Additional Commissioner, (Appeals)

FY 2007-08 Additional Commissioner, (Appeals)

Name of the Nature of dues Amount (Rs.) Amount Paid statute Under Protest (Rs.)

State VAT Act Demand due to 2,052,305 - detention of vehicles for wrong invoice raised

Incorrect TIN shown 1,038,907 - in returns

Income Tax Act, Demand for non- 108,889,105 34,500,000 1961 deduction of TDS



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

Staet VAT Act FY 2006-07 Commercial Tax Assistant Commissioner, Ernakulam

FY 2008-09 Joint Commissioner, West Bengal

Income Tax Axt,1961 AY 2004-05 Income Tax Appellate

AY 2005-06 Tribunal

AY 2006-07

AY 2007-08

Notes:

(i) FY - Financial year

(ii) AY - Assessment year

(x) In our opinion, the Company''s accumulated losses at the end of the financial year are more than fifty percent of its net worth. The Company has not incurred cash losses in the immediately preceding financial year; however, in the current financial year, the Company has incurred cash losses.

(xi) There are no dues payable to debenture-holders. The Company has defaulted in repayment of dues to banks as summarised below:

Particulars Amount (Rs.) Due date Delay in days

Banks 18,750,000 February 20, 2012 405

260,750 February 29, 2012 396

195,078 March 31, 2012 365

188,785 April 30, 2012 335

195,078 May 31, 2012 304

188,785 June 30, 2012 274

195,078 July 31, 2012 243

195,078 August 31, 2012 212

188,785 September 30, 2012 182

195,078 October 31, 2012 151

188,785 November 30, 2012 121

195,078 December 31, 2012 90

195,078 January 31, 2013 59

176,199 February 28, 2013 31

(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. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly, provisions of clause 4(xiii) of the Order are not applicable.

(xiv) In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

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

(xvi) In our opinion, the Company has applied the term loans for the purpose for which these loans were obtained.

(xvii) In our opinion, no funds raised on short-term basis have been used for long-term investment by the Company.

(xviii) During the year, the Company has not made any preferential allotment of shares to parties/companies covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

(xix) The Company has neither issued nor had any outstanding debentures during the year. Accordingly, the provisions of clause 4(xix) of the Order are not applicable.

(xx) The Company has not raised any money by public issues during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable.

(xxi) No fraud on or by the Company has been noticed or reported during the period covered by our audit.



For Walker, Chandiok & Co

Chartered Accountants

Firm Registration No.: 001076N



per Ashish Gupta

Partner

Membership No.: 504662

Place: New Delhi

Date: May 30, 2013

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of Moser Baer India Limited, (the 'Company') as at March 31, 2012, and also the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto (collectively referred as the 'financial statements'). 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 the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

4. Without qualifying our opinion, we draw attention to note 46(a) in the financial statements with respect to management's assessment of recoverability of investments in and other receivables from two subsidiaries namely Moser Baer Photovoltaic Limited (MBPV) and Moser Baer Solar Limited (MBSL) amounting to Rs. 1,416,701,070 and Rs. 5,772,548,740 respectively. The recoverability of these amounts is dependent on successful implementation of new technologies, external market conditions and conclusion of debt restructuring in the terms as proposed by the subsidiaries, which are significantly uncertain.

5. 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 financial statements dealt with by this report are in agreement with the books of account;

d. 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 March 31, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

e. In our opinion and to the best of our information and according to the explanations given to us, the financial statements dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act and 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, in the case of:

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

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

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

Annexure to the Auditors' report of even date to the members of Moser Baer India Limited on the financial statements for the year ended March 31, 2012

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

i) (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 its fixed assets under which fixed assets are verified in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) In our opinion, a substantial part of fixed assets have not been disposed off during the year.

ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year, except goods-in-transit and stocks lying with third parties. For stocks lying with third parties at the year-end, written confirmations have been obtained by the management.

(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 and no material discrepancies were noticed on physical verification.

iii) (a) The Company has granted unsecured loans to three parties covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs. 946,500,000 and the year-end balance is Rs. 389,500,000.

(b) In our opinion, the rate of interest is not, prima facie, prejudicial to the interest of the Company. In respect of loan granted to one party, the schedule of repayment is defined which in our opinion is not prima facie, prejudicial to the interest of the Company and in respect of loans granted to other parties, the principal amounts are repayable on demand/there is no repayment schedule, hence, we are unable to comment as to whether the terms and conditions are prejudicial to the interest of the Company.

(c) In respect of loan granted to one party, receipt of the principal amount and interest is regular. And in respect of loans granted to other parties, the principal and interest amounts are repayable on demand and since the repayment of such loans has not been demanded, in our opinion, repayment of the principal amount is regular.

(d) There is no overdue amount in respect of loans granted to such companies, firms or other parties.

(e) 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 Act. Accordingly, the provisions of clauses 4(iii)(f) and 4(iii)(g) of the Order are not applicable.

iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

v) (a) In our opinion, the particulars of all contracts or arrangements that need to be entered into the register maintained under Section 301 of the Act have been so entered.

(b) In our opinion, the transactions made in pursuance of such contracts or arrangements and exceeding the 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.

vi) The Company has not accepted any deposits from public within the meaning of sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

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

viii) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act in respect of Company's products/services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

ix) (a) 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 and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities, though there has been a slight delay in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they become payable.

(b) The dues outstanding in respect of sales-tax, income-tax, custom duty, wealth-tax, excise duty, cess on account of any dispute, are as follows:

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

Excise Duty Excise duty on late 1,650,802 FY 2006-07 Additional Commissioner Custom Act, 1948 filing of export proofs and Central Excise, Noida

Demand on account 3,563,234 FY 2011-12 Additional Commissioner Custom of 3rd cess duty and Central Excise, Noida

5,249,062 FY 2010-11 Commissioner Custom and Central Excise, Noida

6,971,742 FY 2010-11 Commissioner Custom and Central Excise, Noida

Disallowance of 176,694 FY 2011-12 Assistant Commissioner Custom cenvat credit on MS and Central Excise, Noida & GI pipes

Excise duty on 2,755,310 FY 2006-07 CESTAT, New Delhi royalty paid by (500,000) the copyright owners to artist/ film producers (including penalty)

Custom Duty 4% SAD (including 205,588,922 FY 2005-06 CESTAT, New Delhi Act 1962 penalty) FY 2006-07

4% SAD (including 215,038,086 FY 2006-07 CESTAT, New Delhi penalty) FY 2007-08

4% SAD 79,934,850 FY 2007-08 Commissioner Custom and Central Excise, Noida

396,741,056 FY 2007-08 to Commissioner Custom and Central FY 2011-12 Excise, Noida

39,937,261 FY 2011-12 Commissioner Custom and Central Excise, Noida

Duty free import of 2,761,250 FY 2006-07 High Court of Allahabad Al. sheet/ toughened glasses (including penalty thereon)

Duty free import of 1,841,000 FY 2000-01 Hon'ble Supreme Court of India Al. sheet/ toughened glasses

Customs duty 13,924,896 FY 2007-08 CESTAT, Chennai

4% SAD against 35,183 FY 2008-09 CESTAT, New Delhi clearance of free FY 2009-10 samples

59,124 FY 2009-10 Additional Commissioner, Noida

73,565 FY 2011-12 Assistant Commissioner Custom and Central Excise, Noida

282,965 FY 2010-11 CESTAT, New Delhi

7,220 FY 2011-12 Assistant Commissioner Custom and Central Excise, Noida

Duty demand on 9,749,862 FY 2008-09 High Court of Allahabad supplies of steel from DTA to SEZ

Disallowance of 10,749,267 FY 2006-07 Commissioner Custom and Central cenvat credit on (2,953,470) Excise, Noida insurance services

Dispute on 4,823,292 FY 2009-10 CESTAT, New Delhi classification of LCD (4,603,586) FY 2010-11 panels

FY 2011-12

Finance Act, Cenvat credit of 56,746,863 FY 2008-09 Commissioner Customs and 1994 service tax paid u/s FY 2009-10 Central Excise, Noida 66A denied FY 2009-10

FY 2010-11

FY 2011-12

29,849,266 FY 2011-12 Commissioner Customs and Central Excise, Noida

106,554,346 FY 2007-08 Commissioner Customs and FY 2008-09 Central Excise, Noida FY 2009-10

FY 2010-11

Cenvat credit of 63,316,764 FY 2005-06 CESTAT, New Delhi service tax paid u/s 66A denied (including penalty thereon)

Service tax on IPR 1,031,000 FY 2003-04 High Court, New Delhi services (including 3,920,092 FY 2000-01 High Court, New Delhi penalty thereon) FY 2001-02

Service tax on IPR 58,640,712 FY 2003-04 Commissioner Custom and Central services Excise, Noida

5,440,788 FY 1999-00 Deputy Commissioner Customs and Central Excise, Noida

5,606,684 FY 2003-04 Commissioner Customs and Central Excise, Noida

FY 2004-05

Disallowance of 3,748,499 FY 2008-09 Additional Commissioner Custom cenvat credit on FY 2009-10 and Central Excise, Noida outdoor canteen services denied 2,312,533 FY 2009-10 Additional Commissioner Central FY 2010-11 Excise, Noida

1,259,306 FY 2010-11 Additional Commissioner Custom and Central Excise, Noida

2,995,747 FY 2008-09 Additional Commissioner Customs FY 2009-10 and Central Excise, Noida

FY 2010-11

16,855 FY 2008-09 Assistant Commissioner Custom FY 2009-10 and Central Excise, Noida FY 2010-11

Entry Tax Act Entry tax 1,372,650 AY 2003-04 High Court of Allahabad (686,322)

Entry tax 106,059,645 AY 2003-04 Supreme Court

Entry tax 16,040,000 AY 2004-05 Trade Tax Tribunal,Noida

Entry tax 1,994,006 AY 2005-06 Trade Tax Tribunal,Noida (398,801)

Entry tax 630,000 AY 2005-06 High Court of Allahabad (315,000)

Entry tax 574,962 AY 2006-07 High Court of Allahabad (287,463)

Entry tax 352,040 AY 2007-08 High Court of Allahabad (176,020)

Entry tax 737,772 AY 2008-09 Additional Commissioner, Sales Tax, Noida

Central Sales Non submission of 15,145,346 AY 2006-07 Commercial Tax Tribunal,Noida Tax Act, 1956 Form C and Form F for stock transfers (4,543,604) and rate difference 5,299,908 AY 2008-09 Additional Commissioner, Sales (3,200,000) Tax, Noida

Sales tax demand on 212,375 AY 2004-05 Commercial Tax Tribunal, Noida PP bags

Sale enhancement 195,050 AY 2007-08 Commercial Tax Tribunal, Noida due to penalty

Dispute on rate of 441,000 AY 2007-08 Additional Commissioner (Appeals), tax on recorded CD/ (87,984) Sales Tax, Noida DVD

1,739,802 AY 2007-08 Commercial Tax Tribunal,Noida

Penalty for lower tax 3,246,969 AY 2007-08 Sales Tax Appellate Tribunal,Noida paid on recorded CD/ DVD (397,734)

12,812,826 AY 2007-08 Sales Tax Appellate Tribunal,Noida (1,631,624)

Uttar Pradesh Rate difference on 71,974,282 AY 2006-07 Commercial Tax Tribunal,Noida Trade Tax, 1948 CD/ DVD

Rate difference on 6,411,838 AY 2008-09 Additional Commissioner, Sales recorded CD/ DVD / Tax, Noida and wooden pallets (800,000)

Rate difference on 4,074,291 AY 2007-08 Sales Tax Appellate Tribunal,Noida recorded CD/ DVD 735,146 AY 2007-08 Additional Commissioner (Appeals), _ (64,649) Sales Tax, Noida

Income Tax Act, Demand for non- 108,889,105 AY 2004-05 Income Tax Appellate Tribunal 1961 deduction of TDS (34,500,000) AY 2005-06

AY 2006-07

AY 2007-08

Notes:

(i) FY - Financial year

(ii) AY - Assessment year

(iii) Amounts shown in brackets represent deposits made under protest.

x) In our opinion, the Company's accumulated losses at the end of the financial year are less than fifty per cent of its net worth. The Company has not incurred cash losses during the year. In the preceding financial year, the Company had incurred cash losses.

xi) There are no dues to debenture-holders. The Company has defaulted in repayment of dues to banks and financial institution as summarised below:

Particulars Amount (Rs.) Due date Delay in days

Banks 73,474,188 December 26, 2011 96

65,956,316 January 31, 2012 60

18.750.000 February 20, 2012 40

62.500.000 February 24, 2012 36

250.000.000 February 28, 2012 32

240,281,559 February 29, 2012 31 125.000.000 March 25, 2012 6

100.000.000 March 26, 2012 5

12.500.000 March 29, 2012 2

Financial institutions 48,252,740 March 10, 2012 21

2,356,058 March 26, 2012 5

32,609,253 March 29, 2012 2

As further elaborated in note 6(i)(b) to the financial statements, the Company made an application with the Corporate Debt Restructuring Cell to re-structure its loans, which was admitted on March 31, 2012 and approved by Corporate Debt Restructuring Empowered Group on October 22, 2012.

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. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

xiv) In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

xv) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are not, prima facie, prejudicial to the interest of the Company.

xvi) In our opinion, the Company has applied the term loans for the purpose for which these loans were obtained.

xvii) In our opinion, the Company has raised short term funds aggregating to approximately Rs. 2,490,886,020, which have been used for repayment of long term loans.

xviii) During the year, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

xix) The Company has neither issued nor had any outstanding debentures during the year. Accordingly, the provisions of clause 4(xix) of the Order are not applicable.

xx) The Company has not raised any money by public issues during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable.

xxi) No fraud on or by the Company has been noticed or reported during the period covered by our audit.

For Walker, Chandiok & Co

Chartered Accountants

Firm Registration No: 001076N

per David Jones Partner

Membership No. 098113

Place: New Delhi

Date : November 9, 2012

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of Moser Baer India Limited (the "Company") as at March 31, 2011, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 (together the "Order"), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of 'The Companies Act, 1956' of India (the 'Act') and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we further report that:

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

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of 3 years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management after the year end and no material discrepancies between the book records and the physical inventory have been noticed.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the Company during the year.

ii. (a) The inventory (excluding stocks with third parties) has been physically verified by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

(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) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii. The Company has not granted/ taken any loans, secured or unsecured, to/ from companies, firms or other parties covered in the register maintained under Section 301 of the Act and accordingly clauses (iii)(b), (iii)(c), (iii)(d), (iii)(f) and (iii)(g) of paragraph 4 of the Order are not applicable to the Company for the current year.

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. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

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

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

ix. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, except some delays in the deposit of dues of service tax, sales tax, professional tax and income tax, the Company is regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities. The extent of the arrears of statutory dues outstanding as at March 31, 2011 for a period of more than six months from the date they became payable are as follows:

Name of the statute Nature of dues Amount Period to Due Date (Rs.) which the amount relates

Income Tax Act, 1961 Interest on delay of TDS 64,052 June'10 04.08.2010

Central Sales Tax Act, 1956 Central Sales Tax 239,248 2008-09, Various (20th of the 2009-10 next month)

Professional Tax Act, 1975 Professional Tax 21,067 2008-09 Various (last day of next month)

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax, sales-tax, wealth-tax, service-tax, customs duty, excise duty and cess as at March 31, 2011 which have not been deposited on account of a dispute are as follows:

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

Central Excise Excise duty 9,749,862 2008-09 High Court, Allahabad Act, 1944

Excise duty 1,650,802 2006-07 Additional Commissioner, Noida

Customs Act, 1962 Customs duty 290,248,356 2006-07, Commissioner, Customs & 2007-08 Central Excise, Noida

Customs Act, 1962 Customs duty and penalty thereon 2,747,885 2001-02, CESTAT, New Delhi

(4,500,696) 2010-11

Customs duty 13,924,896 2007-08 CESTAT, Chennai

Customs duty 59,124 2009-10 Assistant Commissioner, CE Noida

Customs duty 35,183 2008-09 Commissioner, Appeals

Finance Act, 1994 Service tax and penalty thereon 824,004 2000-02 Commissioner (Appeals), Customs & Central Excise, Noida

Service tax 72,043,193 2000-02, 2003-04 Commissioner Customs & (2,953,470) 2008-09 Central Excise, Noida

Service tax 5,440,788 1999-00 Deputy Commissioner Customs & Central Excise, Noida

Service tax and penalty thereon 3,920,092 2000-02 High Court, New Delhi

Service tax and penalty thereon 63,316,764 2005-06 CESTAT, New Delhi

Service tax 6,061,032 2008-09, 2009-10 Additional Commissioner, 2010-11 Noida

Central Sales Tax Sales tax 10,601,742 2006-07 Joint Commissioner Act, 1956 (4,543,604) (Appeals), Noida

Sales tax 441,000 2007-08 Additional Commissioner (Appeals)

UP Trade Tax Sales tax 212,375 2004-05 Joint Commissioner Act, 1948 (Appeals), Noida

Sales tax 195,050 2007-08 Commercial Tax Tribunal, Noida Bench

Sales tax 735,146 2007-08 Additional Commissioner (Appeals)

Income Tax Income tax 50,794,174 2004-05, 2005-06 Commissioner of Income Act, 1961 (34,500,000) 2006-07, 2007-08 Tax (Appeals)

Notes:

1. The above details exclude appeals made by the Department to higher appellate authorities as there is no stay on the order passed by lower appellate authorities in favour of the Company and the amount is not ascertainable.

2. The figures in brackets represent amounts deposited under protest and demands shown against them are net of such deposits.

x. The Company has no accumulated losses as at March 31, 2011 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

xi. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank as at the balance sheet date.

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 special statute applicable to chit fund / nidhi / mutual benefit fund/ societies are not applicable to the Company.

xiv. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

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

xvi. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

xvii. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have 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 Act during the year.

xix. The Company has not issued any debentures and accordingly clause (xix) of paragraph 4 of the Order is not applicable to the Company for the current year.

xx. The Company has not raised any money by public issues during the year. The Management has disclosed the end use of money raised by a public issue in an earlier year (Refer Note 16 (b) of Schedule 22 Part-B) which has been verified by us.

xxi. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices 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 have we been informed of such case by the Management.

4. Further to our comments in paragraph 3 above, we report that:

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

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of 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 sub-section (3C) of Section 211 of the Act;

(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, none of the directors is disqualified as on March 31, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give, in the prescribed manner, the information required by the Act, 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 March 31, 2011;

(ii) in the case of the Profit and Loss Account, of the loss 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.

For Price Waterhouse

Firm Registration Number: 012754N

Chartered Accountants

Place: New Delhi Anuradha Tuli

Date: August 25, 2011 Partner

Membership No: F-085611

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of Moser Baer India Limited (the "Company") as at March 31, 2010, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the 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 by the Companies (Auditors Report) (Amendment) Order, 2004 (together the "Order"), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of The Companies Act, 1956 of India (the Act) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we further report that:

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

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of 3 years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies between the book records and the physical inventory have been noticed.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the Company during the year.

ii. (a) The inventory (excluding stocks with third parties) has been physically verified by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

(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) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii. The Company has not taken/granted any loans, secured or unsecured, from/to companies, firms or other parties covered in the register maintained under Section 301 of the Act. As the Company has not taken/granted any loans, secured or unsecured, from/to companies, firms or other parties covered in the register maintained under Section 301 of the Act, clauses (iii)(b), (iii)(c), (iii)(d), (iii)(f) and (iii)(g) of paragraph 4 of the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 are not applicable to the Company for the current year.

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. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained underthat 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 and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

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

viii. The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the Company.

ix. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues of income-tax, sales-tax and value added tax and regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax, sales-tax, wealth-tax, service-tax, customs duty, excise duty and cess as at March 31,2010 which have not been deposited on account of a dispute, are as follows:

Name of the Nature of dues Amount statute (Rs.)

Tax on Entry of On purchase of diesel and cement 960,858

Goods Act, 2000 (686,322)

On purchase of capital goods 106,059,645

On purchase of diesel and cement 15,044,992

On purchase of furnace oil and cement 2,197,204

(1,001,764)

Central Excise Act, Customs duty on import of 1,841,000 1944 and Customs aluminum sheets Act, 1962

Central Excise Act, Customs duty on royalty 2,275,310 and Customs charges for replicating CD ROM (500,000) Act, 1962

Additional custom duty levied on sales 290,248,354 from Export Oriented Unit to Domestic Tariff Area

Export Duty on Iron & Steel items procured by SEZ from DTA 9,749,862

Service Tax Act, 1994 Service tax on services provided 824,004 to foreign suppliers

64,247,396

5,440,788

3,920,092

CENVAT credit availed on IPR Services 63,316,734

CENVAT credit availed on Service tax 7,795,797

paid on insurance policy (2,953,470)

Central Sales Central Sales Tax 69,622,366

Tax, 1956 (6,815,045)

UP Trade Tax Act, UP Trade Tax 654,072

1948 1,750,579 2005-06

Income Tax Act, Non-deduction of TDS on interest paid 66,117,134

1961 (34,500,000)



Name of the Period to Forum where the statute which the dispute is amount relates pending Tax on Entry of 2003-04 Trade Tax Tribunal Goods Acvt,2000

1999-01 Supreme Court of India

2004-05 High Court, Lucknow

2005-06, Joint Commissioner

2006-07 Appeals

Central Excise Act, 1999-2000 Supreme Court of India 1944 and Customs Act, 1962

Central Excise Act, 2001-02 Customs, Excise and and Customs Service Tax Appellate Act,1962 Tribunal

2006-07 Commissioner, Customs 6

2007-08 Central Excise, Noida

2008-09 High Court, Allahabad

Service Tax Act,1994 2000-02 Commissioner (Appeals), Customs & Central Excise, Noida

2000-02, Commissioner Customs &

2003-04 Central Excise, Noida

1999-00 Deputy Commissioner, Customs & Central Excise, Noida

2000-02 High Court, Delhi

2005-06 Central Excise and Service Appellate Tribunal

2008-09 Commissioner Customs & Central Excise, Noida

Central Sales 2003-07 Joint Commissioner Tax, 1956 (Appeals), Noida

UP Trade Tax Act, 2004-05, Joint Commissioner 1948 (Appeals), Noida

Income Tax Act, 2004-05 Commissioner of Income

1961 2005-06 Tax (Appeals)

2006-07

2007-08

Notes:

1. The above details exclude Departmental Appeals to higher authorities as there is no stay on the order of lower authority favouring the Company and the amount is not ascertainable.

2. The figures in brackets represent amounts deposited under protest and demands shown against them are net of such deposits.

x. The Company has no accumulated losses as at March 31,2010 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

xi. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

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 special statute applicable to chit fund / nidhi /mutual benefit fund/societies are not applicable to the Company.

xiv. In our opinion, the Company is not a dealer ortrader in shares, securities, debentures and other investments.

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

xvi. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

xvii. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have 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 Act during the year.

xix. As the Company has not issued any debentures during the year and no debentures are outstanding as at the year end, clause (xix) of paragraph 4 of the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 is not applicable to the Company for the current year.

xx. The Company has not raised any money by public issues during the year. The Management has disclosed the end use of monies during the year, out of public issue raised in the earlier year (Refer Note 16 (b) of Schedule 22 Part-B) which has been verified by us.

xxi. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices 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 have we been informed of such case by the Management.

4. Further to our comments in paragraph 3 above, we report that:

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

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of 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 sub-section (3C) of Section 211 of the Act;

(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, none of the directors is disqualified as on March 31, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give, in the prescribed manner, the information required by the Act, 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 March 31,2010;

(ii) in the case of the Profit and Loss Account, of the loss 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.

For Price Waterhouse

Firm Registration Number: 007568S

Chartered Accountants

Anuradha Tuli

Partner

Membership Number: F 085611

Place: Gurgaon

Date : July 12, 2010