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Auditor Report of Opto Circuits India Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Opto Circuits(India) Ltd ("the Company") which comprises the Balance Sheet as at March 31, 2015, and the Statement of Profit and Loss for the year then ended, and the cash fowl statement for the year ended and a summary of significant accounting policies and other explanatory information.

MANAGEMENT'S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The company's Board of Directors are responsible for the matters stated in section 134(5) of the companies act 2013 ("the Act") with respect to preparation and presentation of these financial statement that give a true and fair view of the financial position and financial performance and cash

fowl of the Company in accordance with the accounting principles generally accepted in India, including Accounting Standards referred to under section 133 Of The Companies Act 2013 read with Rule 7 of the companies (Accounts) Rule 2014.

This responsibility includes the maintenance of adequate accounting records in accordance with provisions of the act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

selection and application of appropriate accounting policies; making judgment 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 accounting records, relevant to the preparation and presentation of the financial statements that gives a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR'S RESPONSIBILITY

The company's Board of Director is responsible for the matters stated in section 134(5) of the companies act 2013 ("the Act") with respect to preparation and presentation of these financial statements that give a true and fair view of the financial position and financial performance and cash fow of the Company in accordance with the Accounting Standards referred to under section 133 Of The Companies Act 2013 read with Rule 7 of the companies (Accounts) Rule 2014. This responsibility includes the maintenance of adequate accounting records in accordance with provisions of the act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgment 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 accounting records, relevant to the preparation and presentation of the financial statements that gives a true and fair view and are free from material misstatement, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our Qualified audit opinion on the standalone financial statements. BASIS FOR QUALIFIED OPINION 1.Based on the information and explanations given to us and on the basis of our examination of the books of account we have noticed that bills receivable amounting to Rs.617.28 crores are not realized for more than 180 days as on 31st March 2015.

The company has not made proper assessment of the amount realizable from the above mentioned debtors.

2. The company was in default in repayment to the banks as on the date of balance sheet as outlined below:

amount (in Rs. name of the bank Facility crores)

Nova Scotia bank Working capital 119.00

HDFC bank ltd working capital 51.47

State Bank of India working capital 180.51

Total 350.98

Bank Nova Scotia and HDFC Bank Ltd have issued winding up notices dated 03/06/2014,and 24/11/2014 respectively for recovery of the above said outstanding dues and there is no assurance that the banks will not exercise their default rights and the bankers have fled winding up petition in the High Court of karnataka against the company. During the course of audit we also noticed that State bank of India has issued notice under SARFAESI ACT, on factory building and current assets of the company. State Bank of India has taken symbolic possession of the property at 83, Electronic City,Phase-1, Hosur Road, Bangalore .As on date, State Bank of India has put up notice for auctioning of property.

3. On perusal of balance sheet of the company, we found that the company has given advance of Rs. 15.55 crores to Advanced Micronic Devices Ltd (59.71% subsidiary). Advanced Micronic Devices Ltd has stopped their business operation since July 2015. In this situation it is difficult to realize this amount and company has not made necessary provision in this regard.

4.During the year under audit due to the impact of cyclonic food 'HUD-HUD' in October 2014 at vishakapatanam SEZ plant, an amount of Rs, Rs.181.40 crores was assessed and the loss of stock/Inventories was indicated under exceptional items in statement of profit and loss account for the year ending 31.03.2015. The Company has lodged claim with insurance company and the actual loss is yet to be determined. Also the company is yet to get clearance from the Customs and Excise department in this regard.

QUALIFIED OPINION

[Subject to above qualification and considering the note.7B and note 7C forming part of financial statements (Notes) regarding Non _provision of Minimum Alternative Tax and dividend distribution tax respectively In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements gives the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

b) in the case of statement of Profit and Loss, of the loss for the year ended on that date.

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

EMPHASIS OF MATTERS:

(a) The Company has defaulted in payment of dividend to the shareholder to the tune of Rs.10.89 crores relating to financial year 2011-12.Further the said amount is not even kept in the specified account with the bank.

(b) Company has made investments in various Indian and overseas subsidiaries. We have called for share certificate in original of these investments , company has not produced them for our verification.

REPORT ON OTHER LEGAL REGULATORY REQUIREMENT

1.As required by Companies (Auditors Report)Order 2015 ("the order)issued by the central government of India in terms of section 143(11) of the Act we give in annexure a statement on the matters specified in paragraph 3 and 4 of the Order to the extent applicable.

2. As required by section 143(3) of the act, we report that

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

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

c) The Balance Sheet, Statement of Profit and Loss and cash fowl statement, dealt with by this Report are in agreement with the books of account.

d) Subject to the Note.7B forming part of financial statements (Notes) regarding Non-provision of Minimum Alternative Tax in our opinion, the afore said financial statements comply with the Accounting Standards specified of section 133 Of The Companies Act 2013 read with Rule 7 of the companies (Accounts) Rules 2014.

e) On the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the director is disqualified as on March 31, 2015, from being appointed as a director in terms of section 164(2) of the Act

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

i. The Company has disclosed the impact of pending litigations on its financial statements:- Refer Note 5A(5.4) Short term borrowing, Note 7B and Note 7C to the financial statements.

ii. The company did not have any long term contracts for which there were any material foreseeable losses; and

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

ANNEXURE TO THE AUDITOR'S REPORT

(Referred to in our Report of even date on the accounts of Opto Circuits (India) Ltd, Bangalore For the year ended 31st March 2015) On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification .

2. (a) We are informed that the physical verifications of inventories were conducted by the management at reasonable intervals. In our opinion, the frequency of such verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventories. According to the records produced to us, no discrepancies were noticed on verification between physical stocks and stock records.

3. (a) Subject to the qualification in the audit report, as per the explanation given to us the Company has granted unsecured loans to the Parties listed in the register maintained under section 189 of the Companies Act

(b) In the case of the loans granted to the bodies corporate listed in the register maintained under section 189 the borrower have been regular in the payment of the interest as stipulated . The terms of arrangements do not stipulate any repayment schedule and loans are repayable on demand.

(c) There are no overdue amounts of more than rupees one lakh in respect of the loan granted to the body corporate listed in the register maintained under section 189 of the Act.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods and services. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. The Company has not accepted any deposits from the public in accordance with the provisions of section 73 to 76 of the Act and rules framed there under.

6. As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of section 148 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

7. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Employees' State Insurance, income tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2015 for a period of more than six months from the date they became payable except income tax amounting to Rs.16.71 crores relating to A Y 2014-15.Even Income tax returns for the said assessment year is not fled with income tax authority.

(b) According to the information and explanations given to us, there is no amounts payable in respect of, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes. However according to information and explanation given to us the following dues of income tax have not been deposited by the company on the account of dispute:



name of the statute name of dues amount (in Rs. crores) Period to which

Income tax authority Minimum alternative tax 57.00 A Y 2013-14

Income tax authority Dividend distribution tax 17.57 A Y 2010-11

Income tax authority Dividend distribution tax 18.00 A Y 2011-12

Incometax authority Dividend distribution tax 13.80 A Y 2012-13

ToTal 106.37



Forum where dispute is name of the statute it relates pending

Income tax authority High court of karnataka

Income tax authority High court of karnataka

Income tax authority High court of karnataka

Incometax authority High court of karnataka

c)According to the information and explanations given to us and on the basis of the examination of the records of the Company the amounts which is required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under has been transferred to such fund within time

8. The Company does not have any accumulated loss and but company has incurred cash loss during the financial year covered by our audit.

9. In our opinion and according to the information and explanations given to us the company has defaulted in the repayment of dues to financial institutions as outlined below.

name of the bank amount (Rs, in crores)

DBS Bank Rs, 9.35(last 2 installment)

10. In our opinion and according to the information and explanations given to us, the Company has given guarantee for loans taken by its subsidiaries from bank are not prima facie prejudicial to the interest of the company.

11. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, term loans have been applied for the purpose for which loan were obtained.

12. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

B.k. AMARNATH

Partner

Membership Number: 26536

Firm Registration Number:000121S



Place: Bengaluru

Date: 1st December, 2015


Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of 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 gives a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Opinion

Subject to the note.7B forming part of financial statements (Notes) regarding non provision of Minimum Alternative Tax, In our opinion and to the best of our information and according to the explanations given to us, the financial statements gives the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Emphasis of Matters:

(a) The Company has defaulted in payment of dividend to the shareholders to the tune of Rs.10.89 crores relating to financial year 2011-12

Report on other Legal Regulatory Requirements.

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

2. As required by section 227(3) of the Act, we report that: a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

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

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

d) Subject to qualification in audit report in respect of Minimum alternative tax, in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of 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.;

e) on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO AUDITORS REPORT (The Annexure referred to in our Report of even date on the accounts of Opto Circuits (India) Limited for the year ended 31st March 2014)

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

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

(b) Physical verification of Fixed Assets is performed by the management in a regular programme for verification once in a year. In our opinion, the frequency of verification is reasonable, having regard to the size and the nature of its business.

(c) There was no substantial disposal of fixed assets during the year.

2. (a) We are informed that the physical verification of inventories except inventories lying with the third parties were conducted by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company has maintained proper records of inventories, according to the records produced to us; no discrepancies were noticed on verification between physical stocks and stock records.

3. (a) As per the explanation given to us the Company has given unsecured loans to the parties listed in the register maintained under section 301 of the Companies Act 1956., the rate of interest and other terms and conditions on such loans given are not prejudicial to the interest of the Company.

(b) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has taken interest free loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 .

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) According to the information and explanation given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding Rs. 5, 00,000 in respect of each party during the year have been made at prices which are reasonable having regard to the prevailing market price at the relevant time

6. The Company has not accepted any deposits from the public covered under section 58A of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act 1956 for the products of the company. Accordingly provisions of Clause 4 (viii) are not complied with. Also, the Company has not appointed a cost auditor and not filed cost audit report for the financial year 2011-12 and 2012-13 as required by the Ministry of Corporate affairs circular no.15/2011 dt 11th April 2011, as amended from time to time.

9. On the basis of records produced before us, the Company has generally been regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Customs Duty, Excise Duty and Service Tax. According to the information and explanations given to us,, there were no undisputed amounts payable in respect of Provident Fund, , Sales Tax, Customs Duty, Excise Duty ,Service Tax and Income Tax which were outstanding as on 31st March 2014 for a period of more than six months from the date on which they became payable.

10. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. During the year, the company has taken additional Term Loan amounting to Rs.7,75,00,000 from HDFC Bank Limited. During the year company has not defaulted in repayment of any of its dues to financial institutions and bank except last two instalments towards loans borrowed from DBS Bank amounting to Rs 9.82 crores.

12. In our opinion and according to the information and explanations given to us, and based on the documents and records produced to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities

13. In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special status applicable to Chit-Fund and Nidhi / Mutual Benefit Fund/ Societies, accordingly clause 4 (xii) of the order is not applicable. .

14. In our opinion, the Company is not dealing or trading in shares, securities, debentures or other investments and hence, the requirement of Clause 4 (xiv) of the order is not applicable to the company.

15. In our opinion and according to the information and explanations given to us, the terms and conditions on which the Company has given guarantee for loans taken by its subsidiaries from a bank are not prima-facie prejudicial to the interest of the Company.

16. In our opinion and based on information and explanations given to us by the management, term loans have been applied for the purpose for which they were obtained.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long term purpose. No long-term funds have been used to finance short-term assets except permanent working capital.

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

19. During the year the company has not issued debentures during the financial year.

20. The Company has not raised any money by public issue during the year.

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

FOR ANAND AMARNATH & ASSOCIATES

Chartered Accountants

Firm Registration Number: 000121S

B K AMARNATH

Partner

Membership Number: 26536

Place: Bengaluru Date: 30th May 2014


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Opto Circuits ( India ) Ltd, which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management''s Responsibility for the Financial Statements.

Management is responsible for the preparation of these financial statements

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

Auditor''s Responsibility

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

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

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

Opinion

(a) "The Company has filed a petition in High Court of Karnataka on the ground that the income accrued or arising from business carried on by them as SEZ developer or unit are exempted from applicability of MAT as provided under sub-section 6 of section 115 JB and sub-section 6 of section 115-O of the Income Tax Act. Accordingly during the year the company has not provided for MAT of Rs. 48.99 crores.

(b). "The Company has defaulted in payment of dividend to the shareholder to the tune of Rs. 11.90 crores".

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

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

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

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

Report on other Legal Regulatory Requirements

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

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

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

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

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

d) Subject to qualification in audit report in respect of MAT in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

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

(Referred to in paragraph 3 of our Report of even date on the accounts of Opto Circuits (India) Limited for the year ended 31st March 2013)

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

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

(b) Physical verification of Fixed Assets is performed by the management in a regular programme for verification once in a year. In our opinion, the frequency of verification is reasonable, having regard to the size and the nature of its business.

(c) There was no substantial disposal of fixed assets during the year.

2. (a) We are informed that the physical verification of inventories except inventories lying with the third parties were conducted by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company has maintained proper records of inventories, according to the records produced to us, no discrepancies were noticed on verification between physical stocks and stock records.

3. (a) As per the explanation given to us the Company has given unsecured loans to the parties listed in the register maintained under section 301 of the Companies Act 1956., the rate of interest and other terms and conditions on such loans given are not prejudicial to the interest of the Company.

(b) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has taken interest free loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) According to the information and explanation given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding Rs. 5,00,000 in respect of each party during the year have been made at prices which are reasonable having regard to the prevailing market price at the relevant time

6. The Company has not accepted any deposits from the public covered under section 58A of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act 1956 for the products of the company. Accordingly provisions of Clause 4 (viii) are complied with. However, the Company has not appointed a cost auditor and not filed cost audit report for the financial year 2011-12 as required by the Ministry of Corporate affairs circular No.15/2011 dt 11th April 2011, as amended from time to time.

9. On the basis of records produced before us, the Company has generally been regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Customs Duty, Excise Duty and Service Tax. Subject to qualification in auditors report with respect to MAT according to the information and explanations given to us, there were no undisputed amounts payable in respect of Provident Fund, Sales Tax, Customs Duty, Excise Duty, Service Tax and Income Tax which were outstanding as on 31st March 2013 for a period of more than six months from the date on which they became payable.

10. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. During the year, the company has not taken any additional Term Loan from Banks/Financial Institutions. However the company has defaulted in repayment of one of the instalment payable to DBS bank amounting to $7,77,700.

12. In our opinion and according to the information and explanations given to us, and based on the documents and records produced to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities

13. In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special status applicable to Chit-Fund and Nidhi/Mutual Benefit Fund/Societies, accordingly clause 4 (xii) of the order is not applicable.

14. In our opinion, the Company is not dealing or trading in shares, securities, debentures or other investments and hence, the requirement of Clause 4 (xiv) of the order is not applicable to the company.

15. In our opinion and according to the information and explanations given to us, the terms and conditions on which the Company has given guarantee for loans taken by its subsidiaries from a bank are not prima-facie prejudicial to the interest of the Company.

16. In our opinion and based on information and explanations given to us by the management, term loans have been applied for the purpose for which they were obtained.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long term purpose. No long-term funds have been used to finance short-term assets except permanent working capital.

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

19. During the year the company has not issued debentures during the financial year.

20. The Company has not raised any money by public issue during the year.

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

FOR ANAND AMARNATH & ASSOCIATES

Chartered Accountants

FRN:000121S

BKAMARNATH

Partner

Membership Number: 26536

Firm Registration Number: 000121S

Place: Bengaluru

Date: 30th May 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of Opto Circuits (India) Limited as at 31st March 2012 and the profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with 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 in terms of sub-section (4A) of section 227 of the Companies Act, 1956, and according to the information and explanation given to us during the course of the audit and on the basis of such checks as we consider appropriate, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we REPORT that:

(i) 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.

(ii) 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:

(iii) The Balance Sheet, profit and Loss Account and Cash fow Statement dealt with by this REPORT are in agreement with the books of account.

(iv) In our opinion, the Balance Sheet, profit and Loss Account and Cash Flow statement dealt with in this REPORT comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

(v) On the basis of written representation received from the directors, as on 31st March 2012 and taken on record by the Board of Directors, we REPORT that none of the directors were disqualified as on 31st March 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(vi) Subject to the foregoing, in our opinion, and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

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

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

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

ANNEXURE TO AUDITORS REPORT (Referred to in paragraph 3 of our REPORT of even date on the accounts of Opto Circuits (India) Limited for the year ended 31st March 2012.

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

(b) Physical verification of Fixed Assets is performed by the management in a regular programme for verification once in a year. In our opinion, the frequency of verification is reasonable, having regard to the size and the nature of its business.

(c) There was no substantial disposal of fixed assets during the year.

ii. (a) We are informed that the physical verifications of inventories except inventories lying with the third parties were conducted by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company has maintained proper records of inventories. According to the records produced to us, no discrepancies were noticed on verification between physical stocks and stock records.

iii. (a) As per the explanation given to us the Company has given interest free loans to the parties listed in the register maintained under section 301 of the Companies Act 1956., the other terms and conditions of such loans given are not prejudicial to the interest of the Company.

(b) As per the explanation given to us the Company has taken loans from the parties listed in the register maintained under section 301 of the Companies Act 1956. And there was no payment of any interest by the company during the year.

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

v. (a) According to the information and explanation given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding Rs. 5, 00,000 in respect of each party during the year have been made at prices which are reasonable having regard to the prevailing market price at the relevant time.

vi. The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

vii. In our opinion, the internal audit system in the company during the year is adequate and commensurate to the size and the nature of the business of the company.

viii. To the best of our knowledge and as explained, the Central Government has prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 for product of the company, accordingly provisions of Clause 4 (viii) are complied with.

ix. On the basis of records produced before us, the Company is generally been regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Customs Duty, Excise Duty and Service Tax. According to the information and explanations given to us, there were no undisputed amounts payable in respect of Provident Fund, Income Tax, Sales Tax, Customs Duty, Excise Duty and Service Tax which are outstanding as on 31st March 2012 for a period of more than six months from the date on which they became payable.

x. The company has no accumulated losses and has not incurred cash losses during the current financial year and in the immediately preceding financial year.

xi. During the year, the company has not taken any Term Loan from Banks/Financial Institutions.

xii. In our opinion and according to the information and explanations given to us, and based on the documents and records produced to us, 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. In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special status applicable to Chit-Fund and Nidhi/Mutual Benefit Fund/Societies, accordingly clause 4 (xii) of the order is not applicable.

xiv. In our opinion, the Company is not dealing or trading in shares, securities, debentures or other investments and hence, the requirement of Clause 4 (xiv) of the order is not applicable to the company.

xv. In our opinion and according to the information and explanations given to us, the terms and conditions on which the Company has given guarantee for loans taken by its subsidiaries from banks are not prima-facie prejudicial to the interest of the Company.

xvi. In our opinion and based on information and explanations given to us by the management, term loans have been applied for the purpose for which they 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 no funds raised on short-term basis have been used for long term purpose. The funds have been financed out of internal accruals. No long-term funds have been used to finance short-term assets except working capital.

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

xix. The company has not issued debentures during the financial year.

xx. During the year the company has not raised any money through a public issue accordingly Clause 4 (xx) of the order is not applicable. During the year company has made bonus issue of 3 fully paid equity share of Rs. 10 each for every 10 equity shares of Rs. 10 each amounting to 55,919,863 shares of Rs. 559,198,630 held by share holders of the company by utilizing proceeds from securities premium Account and Capital reserve Account.

xxi. On the basis of our examination and according to the information and explanations given by the management, we REPORT that no fraud on or by the Company has been noticed or REPORTed during the course of our audit.

FOR ANAND AMARNATH & ASSOCIATES

Chartered Accountants

B K AMARNATH

Partner

Membership Number: 26536

Firm Registration Number: 000121S

Place: Bengaluru Date : 22nd May 2012


Mar 31, 2011

1. We have audited the attached Balance sheet of Opto Circuits (india) Limited as at 31st march 2011 and the profit and Loss account for the year ended on that date annexed thereto. these financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with 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 in terms of sub-section (4a) of section 227 of the Companies act, 1956, and according to the information and explanation given to us during the course of the audit and on the basis of such checks as we consider appropriate, we enclose in the annexure a statement on the matters specifed in paragraphs 4 and 5 of the said Order.

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

(i) 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.

(ii) 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

(iii) The Balance sheet, profit and Loss account and Cash fow statement dealt with by this report are in agreement with the books of account.

(iv) In our opinion, the Balance sheet, profit and Loss account and Cash Flow statement dealt with in this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies act, 1956.

(v) On the basis of written representation received from the directors, as on 31st march 2011 and taken on record by the Board of directors, we report that none of the directors is disqualifed as on 31st march 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies act, 1956.

(vi) Subject to the foregoing, in our opinion, and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in india.

(a) In the case of the Balance sheet, of the state of affairs of the Company as at 31st march 2011;

(b) In the case of profit and Loss account, of the profit for the year ended on that date; and

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

ANNEXURE TO THE AUDITOR'S REPORT

(Referred to in paragraph 3 of our report of even date on the accounts of Opto Circuits (india) Limited for the year ended 31st march 2011)

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

(b) Physical verifcation of Fixed assets is performed by the management in a regular programme for verifcation once in a year. in our opinion, the frequency of verifcation is reasonable, having regard to the size and the nature of its business.

(c) There was no substantial disposal of fixed assets during the year.

ii. (a) We are informed that the physical verifcations of inventories except inventories lying with the third parties were conducted by the management at reasonable intervals. in our opinion, the frequency of verifcation is reasonable.

(b) In our opinion, the procedures of physical verifcation of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company has maintained proper records of inventories. according to the records produced to us, no discrepancies were noticed on verifcation between physical stocks and stock records.

iii. (a) As per the explanation given to us the Company has given loans to the parties listed in the register maintained under section 301 of the Companies act 1956., the rate of interest and other terms and conditions of such loans given are not prejudicial to the interest of the Company. (b) as per the explanation given to us the Company has taken loans from the parties listed in the register maintained under section 301 of the Companies act 1956, and there was no payment of any interest by the company during the year.

iv. In our opinion, and according to the information and explanations given to us, there is adequate internal control procedure commensurate with size of the Company and the nature of its business for the purchase of inventory and assets and for the sale of goods. during the course of our audit we have not observed any continuing failure to correct major weakness in internal controls.

v. (a) According to the information and explanation given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies act, 1956 and exceeding rs. 500,000 in respect of each party during the year have been made at prices which are reasonable having regard to the prevailing market price at the relevant time. the Company has not accepted any deposits from the public within the meaning of section 58a of the companies act, 1956.

vi. In our opinion, the internal audit system in the Company during the year is adequate and commensurate to the size and the nature of the business of the Company.

vii. To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies act, 1956 for any product of the company.

viii. On the basis of records produced before us, the Company has generally been regular in depositing undisputed statutory dues including provident Fund, employees state insurance, income tax, sales tax, Customs duty, excise duty and service tax. according to the information and explanations given to us, there were no undisputed amounts payable in respect of provident Fund, income tax, sales tax, Customs duty, excise duty and service tax which are outstanding as on 31st march 2011 for a period of more than six months from the date on which they became payable.

ix. The Company has no accumulated losses and has not incurred cash losses during the current financial year and in the immediately preceding financial year.

x. During the year, the Company has not taken additional term Loan from Banks/Financial institutions as notifed in note no.2; it has not defaulted in repayment of its dues to financial institutions and banks.

xi. In our opinion and according to the information and explanations given to us, and based on the documents and records produced to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xii. In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special status applicable to Chit- Fund and nidhi / mutual benefit Fund/ societies, accordingly clause 4 (xii) of the order is not applicable.

xiii. In our opinion, the Company is not dealing or trading in shares, securities, debentures or other investments and hence, the requirement of Clause 4 (xiv) of the order is not applicable to the company.

xiv. In our opinion and according to the information and explanations given to us, the terms and conditions on which the Company has given guarantee for loans taken by its subsidiary from a bank, are not prima-facie prejudicial to the interest of the Company.

xv. In our opinion and based on information and explanations given to us by the management, term loans have been applied for the purpose for which they were obtained.

xvi. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that an amount of rs. 210.58 crores raised on short-term basis have been used for long-term purpose. no long-term funds have been used to finance short-term assets except permanent working capital.

xvii. The Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under section 301 of the Companies act 1956, during the year

xviii. The Company has not issued debentures during the financial year.

xix. During the year the Company has raised additional amount of rs. 5,512.50 lacs by conversion of share warrants into equity shares which were issued in July 2009. Out of the total rs. 46.79 lacs share warrants issued earlier, rs. 11.79 lacs share warrants were lapsed and consequently forfeited and the amount paid by the warrant holders on the above lapsed share warrants amounting to rs. 618.97 lacs were transferred to Capital reserve account.

xx. On the basis of our examination and according to the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

FOR ANAND AMARNATH & ASSOCIATES

Chartered accountants

B K AMARNATH

Partner

Membership number: 26536

Firm registration number: 000121s

Place: Bengaluru

Date: 17th may 2011


Mar 31, 2010

1. We have audited the attached Balance Sheet of Opto Cir- cuits (India) Limited as on 31st March 2010 and the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the com- panys management. Our responsibility is to express an opin- ion 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 re- quire 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 state- ment presentation. We believe that our audit provides a rea- sonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 in terms of sub-section (4A) of section 227 of the Compa- nies Act, 1956, and according to the information and explana- tion given to us during the course of the audit and on the basis of such checks as we consider appropriate, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

(i) 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.

(ii) 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.

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

(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow statement dealt with in this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

(v) On the basis of written representation received from the directors, as on 31st March 2010 and taken on record by the Board of Directors, we report that none of the directors is dis- qualified as on 31st March 2010 from being appointed as a di- rector in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(vi) Subject to the foregoing, in our opinion, and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Compa- nies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

(a) in the case of the Balance Sheet, of the state of affairs of the company as on 31st March 2010:

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

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

ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph 3 of our Report of even date on the accounts of Opto Circuits (India) Limited for the year ended 31st March 2010)

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

(b) Physical verification of Fixed Assets is performed by the management in a regular programme for verification once in a year. In our opinion, the frequency of verification is reason- able, having regard to the size and the nature of its business.

(c) There was no substantial disposal of fixed assets during the year.

ii (a) We are informed that the physical verifications of in- ventories except inventories lying with the third parties were conducted by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company has maintained proper records of invento- ries. According to the records produced to us, no discrepan- cies were noticed on verification between physical stocks and stock records.

iii (a) As per the explanation given to us the company has given loans to the parties listed in the register maintained under section 301 of the Companies Act 1956, the rate of interest and other terms and conditions of such loans given are not preju- dicial to the interest of the company.

(b) As per the explanation given to us the company has taken loans from the parties listed in the register maintained under section 301 of the Companies Act 1956, and there was no pay- ment of any interest by the company during the year.

iv. In our opinion, and according to the information and expla- nations given to us, there is adequate internal control proce- dure commensurate with size of the company and the nature of its business for the purchase of inventory and assets and for the sale of goods. During the course of our audit we have not observed any continuing failure to correct major weakness in internal controls.

v (a) According to the information and explanation given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and expla- nations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding Rs. 5,00,000 in respect of each party during the year have been made at prices which are reasonable having regard to the prevailing market price at the relevant time.

The company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

vi. In our opinion, the internal audit system in the company during the year is adequate and commensurate to the size and the nature of the business of the company.

vii. To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 for any product of the company.

viii. On the basis of records produced before us, the company is generally been regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Customs Duty, Excise Duty and Ser- vice Tax. According to the information and explanations given to us, there are no undisputed amounts payable in respect of Provident Fund, Income Tax, Sales Tax, Customs Duty, Excise Duty and Service Tax which are outstanding as on 31st March 2010 for a period of more than six months from the date on which they became payable.

ix. The company has no accumulated losses and has not in- curred cash losses during the current financial year and in the immediately preceding financial year.

x. During the year, the company has not taken any additional term loan from banks/financial institutions. It has not de- faulted in repayment of its dues to financial institutions and banks.

xi. In our opinion and according to the information and expla- nations given to us, and based on the documents and records produced to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xii. In our opinion and according to the information and ex- planations given to us, the nature of activities of the company does not attract any special status applicable to Chit-Fund and Nidhi / Mutual Benefit Fund/ Societies, accordingly Clause 4 (xii) of the order is not applicable.

xiii. In our opinion, the company is not dealing or trading in shares, securities, debentures or other investments and hence, the requirement of Clause 4 (xiv) of the order is not ap- plicable to the company.

xiv. In our opinion and according to the information and ex- planations given to us, the terms and conditions on which the company has given guarantee for loans taken by its subsidiary from a bank, are not prima-facie prejudicial to the interest of the company.

xv. In our opinion and based on information and explanations given to us by the management, term loans have been applied for the purpose for which they were obtained.

xvi. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term purpose. No long-term funds have been used to finance short-term assets except perma- nent working capital.

xvii. The company has not made any preferential allotment of shares to parties and companies covered in the register main- tained under section 301 of the Companies Act 1956, during the year

xviii. The company has not issued debentures during the fi- nancial year.

xix. During the year the company has raised Rs 38,377.10 Lacs (net of issue expenses) through Qualified Institutional Place- ment of 214.30 Lacs Equity shares at Rs 186.65 per share fully paid up, and also issued 60 lacs Equity warrant @ Rs 210 per share with each warrant convertible into one equity share of the company, out of which 46.79 lacs share warrants has been subscribed and 25% of the issue price i.e Rs 52.50 were paid by the allotees of the share warrant holders. The Share war- rant could be converted in to the equity shares of company within a period of 18 months from the date of allotment.

xx. On the basis of our examination and according to the infor- mation and explanations given by the management, we report that no fraud on or by the company has been noticed or re- ported during the course of our audit.

Read with our report

For Anand Amarnath & Associates

Chartered Accountants

BK AMARNATH

Partner

Membership Number: 26536

Firm Registration Number: 000121S

Place: Bengaluru Date: 24th May 2010

 
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