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Auditor Report of Orbit Corporation Ltd.

Mar 31, 2015

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

Management's Responsibility for the Financial Statements

The management is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation 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 referred to in Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the 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 have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the rules made there under.

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013, 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, 2015;

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

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

Emphasis of matter

We draw attention to Note 26(2(a)) to the financial statements as regards the income tax demands received by the Company for the assessment years 2004-05 to 2012-13 amounting to Rs. 1884.41 millions. The Company has filed appeals against these demands and the matter is sub-judice.

Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 issued by the Central Government of India in terms of Sub section (11) of Section 143 of the Companies Act, 2013, we give in the Annexure, a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Companies Act, 2013, we report that:

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

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

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

(d) in our opinion, the Statement of Profit and Loss, the Balance Sheet and the Cash Flow Statement comply with the accounting standards referred to in Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules,2014; and

(e) on the basis of the written representations received from directors of the Company as on 31st March, 2015 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2015, from being appointed as a director in terms of Section 164(2) of the Companies Act, 2013,

(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:

1) The company has disclosed the impact of pending litigations on its financial position in its financial statements-Refer note no. 26 and 32 to its financial statements

2) There are no foreseeable losses on long term contracts or derivative contracts for which a provision needs to be made by the company.

3) There are no amounts which need to be transferred to the Investor Education and Protection Fund by the company.

(Referred to in paragraph 1 of our report of even date)

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

(b) As explained to us, these fixed assets have been physically verified by the management in accordance with a phased program of verification which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. The frequency of physical verification is reasonable and no material discrepancies were noticed on such verification.

(ii) (a) As explained to us, the inventories have been physically verified by technically qualified independent agencies during the year. In our opinion, the frequency of such verification is reasonable.

(b) As per the information given to us, the procedures of physical verification of inventory followed by the management are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. No material discrepancies were noticed on such verification.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies covered in the register maintained under Section 189 of the Companies Act, 2013.

(iv) In our opinion and according to the information and explanations given to us, the internal control system for the purchase of inventory and fixed assets and for the sale of goods and services needs to be strengthened to make it commensurate with the size of the company and the nature of its business. Further, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in internal control system.

(v) The Company has not accepted any deposits during the year from the public to which the directives issued by the Reserve Bank of India and the provisions of Sections 73-76 and any other relevant provisions of the Companies Act 2013, and the rules framed thereunder apply.

(vi) We have broadly reviewed the books of account and records maintained by the company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 148 (1) of the Companies Act 2013. We have however, not made a detailed inspection of these records to ascertain their completeness or accuracy.

(vii) (a) According to the information and explanations given to us, income tax deducted at source amounting to Rs 125.14 millions, VAT on flat booking amounting to Rs 23.93 millions and tax on dividend amounting to Rs 18.49 millions were in arrears as at 31st March, 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, there no dues in respect of income tax, VAT, wealth tax, service tax and cess as at 31st March, 2015 which has not been deposited With the appropriate authorities on account of a dispute except as given bloe;

Nature of the Amount Period to which the Forum where disputes

Name of the statute disputed dues (Rs.in millions) amount relates pending

Income Tax Act,1961 Income Tax and interest 1760.10 2004-05 to 2010-11 ITAT

Income Tax Act,1961 Income tax and interest 164.40 2011-12 to 2012-13 CIT(Appeals)

(c) According to the information and explanations given to us, there is no amount required to be transferred to the investor education and protection fund.

(viii) The Company does not have accumulated losses as at 31st March, 2015 and it has incurred cash losses in the financial year and in the immediately preceding financial year.

(ix) According to the information and explanations given to us and as per the records of the Company examined by us, the Company has defaulted in the redemption of non convertible debentures and repayment of term loans to financial institutions and banks and payment of interest thereon. Details are as under:

1250.00 1 day to 15 months

Non convertible debenture 933.19 1 day to more than 18 months

764.30 7months to more than 18 months Term loan from banks 571.97 1 day to more than 18 months

941.40 More than 18 months

Term loan from financial institutions 451.56 1 day to more than 18 months

1201.67 7 months to more than 18 months Other body corporates

660.72 1 day to more than 18 months

(x) According to the information and explanations given to us, the terms and conditions of guarantee given by the company for loans taken by others from banks or financial institutions are not prima facie prejudicial to the interests of the company.

(xi) In our opinion and according to the information and explanation given to us, the term loans have been applied for the purposes for which they were obtained.

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

SHARP & TANNAN

Chartered Accountants

Firm's Registration No.109982W

By the hand of

MILIND P. PHADKE

Partner

Mumbai,30 May 2015 Membership No. 033013


Mar 31, 2014

We have audited the accompanying financial statements of Orbit Corporation Limited (the ''Company''), which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of signifi cant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management of the Company 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 Section 211(3C) of the Companies Act, 1956 (the ''Act'') read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the fi nancial 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 fi nancial 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 fi nancial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the 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.

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

Opinion

In our opinion, and to the best of our information and according to the explanations given to us, the fi nancial statements 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, 2014;

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

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

Emphasis of matter

Without qualifying our opinion, we draw attention to Note 26(2(a)) to the financial statements as regards the income tax demands received by the Company for the assessment years 2004-05 to 2010-11 amounting to Rs. 1719.91 millions The Company has filed appeals against these demands and the matter is sub-judice.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 and as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004 (together the ''Order'') issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we give in the Annexure, a statement on the matters specifi ed in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Companies Act, 1956 we report that:

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

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

(c) the Balance Sheet, the Statement of Profi t and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) in our opinion, the Balance Sheet, the Statement of Profi t and Loss and the Cash Flow Statement comply with the accounting standards referred to in Section 211 (3C) of the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013, and

(e) on the basis of the written representations received from directors of the Company as on 31st March, 2014, and taken on record by the Board of Directors, we report that none of the directors is disqualifi ed as on 31st March, 2014, from being appointed as a director in terms of Section 274 (1)(g) of the Companies Act, 1956.

Annexure To The Independent Auditors'' Report (Referred to in Paragraph 1 of our report of even date)

(i) (a) The Company is maintaining proper records to show full particulars, including quantitative details and situation of all fi xed assets.

(b) As explained to us, these fi xed assets have been physically verifi ed by the management, in accordance with a phased programme of verifi cation, which in our opinion, is reasonable, considering the size of the Company and nature of its assets. The frequency of physical verifi cation is reasonable and no material discrepancies were noticed on such verifi cation.

(c) The Company has not disposed off any substantial part of its fi xed assets during the year, so as to affect its going concern status.

(ii) (a) As explained to us, the inventories have been physically verifi ed by technically qualifi ed independent agencies during the year. In our opinion, the frequency of such verifi cation is reasonable.

(b) As per the information given to us, the procedures of physical verifi cation of inventory followed by the management are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. No material discrepancies were noticed on such verifi cation.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, fi rms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraphs 4(iii)(b), (c) and (d) of the Order are not applicable to the Company.

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

(iv) In our opinion, and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and nature of its business, for the purchase of inventory and fi xed assets and for the sale of goods and services. During the course of audit, 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) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered in 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 such contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakh 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 deposits from the public.

(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 and records maintained by the Company pursuant to the rules prescribed by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956. We have however, not made a detailed inspection of these records to ascertain their completeness or accuracy.

(ix) (a) According to the information and explanations given to us, income- tax deducted at source amounting to Rs. 51.51 millions, VAT on booking of flats amounting to Rs. 33.2 millions and tax on dividend amounting to Rs.18.49 millions were in arrears as at 31st March, 2014, for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us, there are no dues in respect of income tax, VAT, wealth tax, service tax and cess as at 31st March, 2014, which have not been deposited on account of any dispute except for the following:

Name of the Statute : The Income Tax Act 1961

Nature of the Disputed dues : Tax and Interest

Amount Rs Millions : 1719.91

Period to which the amount relates : 2004-05 to 2010-11

Forum where disputes are pending : ITAT

(x) The Company has no accumulated losses as at 31st March, 2014 and it has not incurred cash losses in the fi nancial year ended on that date and in the mmediately preceding fi nancial year.

(xi) The Company has defaulted in the redemption of non convertible debentures and repayment of term loans to fi nancial institutions and banks and payment of interest thereon. Details are as under:-

Particulars Principal Interest Period of Defualt Amount

Non-convertible 310.00 - 1 month to 3 Months debentures - 288.19 1 day to 1 year

Term loans from 784.30 - 1 day to 6 months banks - 558.80 1 day to 1 year and above

Term loans 1367.87 - 4 months to 18 months from fi nancial institutions - 239.52 1 day to 1 year

Other body 150.00 - 4 months to 1 year corporate - 42.47 Four months to 1 Year (xii) According to the information and explanations given 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) The provisions of any special statute applicable to chit fund / nidhi / mutual benefi t fund / societies are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in securities.

(xv) In our opinion and according to the information and explanations given to , the terms and conditions of guarantee given by the Company for loans taken by others from banks or fi nancial institutions are not prima facie prejudicial to the interests of the Company.

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

(xvii) According to the information and explanations given to us and on overal amination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investments.

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956, during the year.

(xix) The Company has issued debentures during the year and security has been created in respect of these debentures.

(xx) The Company has not raised any money by public issues during the year.

(xxi) During the course of our examination of 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 instances of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

SHARP & TANNAN Chartered Accountants Firm''s Registration No.109982W by the hand of

MILIND P. PHADKE Partner Membership No.033013

Mumbai, 29th May, 2014


Mar 31, 2013

Report on the Financial Statements

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

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 Section 211(3C) 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 materia 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 overal 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

No provision has been made in these accounts for additional income tax payable and nterest thereon as per assessment orders received for the assessment years 2004- 05 to 2010-11 amounting to Rs. 1,719.91 millions, resulting in the understatement of the loss for the current year by Rs. 138.67 millions, understatement of long term provisions and overstatement of the reserves and surplus by Rs. 1,719.91 millions. [(Refer note No.27 (2(a))]

In our opinion, and to the best of our information and according to the explanations given to us, subject to the matter referred to above, and read with note 33(A) the said financial statements 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, 2013;

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

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

Report on Other Legal and Regulatory Requirements

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

2. As required by Section 227(3) of the Companies Act, 1956 we report that:

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

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

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

d) in our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the accounting standards referred to in Section 211 (3C) of the Companies Act, 1956; and

e) on the basis of the written representations received from directors of the Company as on 31st March, 2013, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2013, from being appointed as a director in terms of Section 274 (1)(g) of the Companies Act, 1956.

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

b) As explained to us, these fixed assets have been physically verified by the management, in accordance with a phased programme of verification, which in our opinion, is reasonable, considering the size of the Company and nature of its assets. The frequency of physical verification is reasonable and no material discrepancies were noticed on such verification.

c) The Company has not disposed off any substantial part of its fixed assets during the year, so as to affect its going concern status.

ii. a) As explained to us, the inventories have been physically verified by technically qualified independent agencies during the year. In our opinion, the frequency of such verification is reasonable.

b) As per the information given to us, the procedures of physical verification of inventory followed by the management are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company is maintaining proper records of inventory. No material discrepancies were noticed on such verification.

iii. a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraphs 4(iii)(b), (c) and (d) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company. b) According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured, from companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraphs 4(iii)(f) and (g) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

iv. In our opinion, and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of audit, 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) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered in 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 such contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. The Company has not accepted deposits from the public.

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 and records maintained by the Company pursuant to the rules prescribed by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956. We have however, not made a detailed inspection of these records to ascertain their completeness or accuracy.

ix. a) According to the information and explanations given to us, Income-Tax deducted at source amounting to Rs. 74.07 millions, VAT on booking of flats amounting to Rs. 4.99 millions ,and Tax on Dividend amounting to Rs. 18.49 millions were in arrears as at 31st March, 2013, for a period of more than six months from the date they become payable.

b) According to the information and explanations given to us, there are no dues in respect of, Income Tax, VAT, Wealth Tax, Service Tax and Cess as at 31st March 2013, which have not been deposited on account of any dispute except for the following:

Nature of Period to Forum where Name of the Amount the disputed which the disputes are Statute (Rs.Mns) dues amount relates pending

The Income Tax and 2004-05 to 1,719.91 ITAT Tax Act, 1961 interest 2010-11

x. The Company has no accumulated losses as at 31st March, 2013 and it has not ncurred any cash losses in the financial year ended on that date and in the mmediately preceding financial year.

xi. The Company has defaulted in the redemption of non-convertible debentures and repayment of term loans to financial institutions and banks and payment of nterest thereon. Details are as under:-

(Rs.in Millions)

Principal Particulars Interest Period of Default Amount

Non-Convertible - 41.70 1 month to 3 Months Debentures

Term Loans from 1,244.22 3 Months to 18 Months Banks 305.21 1 day to 1 year

Term Loans 824.56 1 day to 1 year from Financial

Institutions 42.84 1 day to 3 month

xii. According to the information and explanations given 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. The provisions of any special statute applicable to chit fund / nidhi / mutua benefit fund / societies are not applicable to the Company.

xiv. In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in securities.

xv. In our opinion and according to the information and explanations given to us, the terms and conditions of guarantee given by the Company for loans taken by others from banks or financial institutions are not prima facie prejudicial to the nterests of the Company.

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

xvii. According to the information and explanations given to us and on overal examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investments.

xviii.The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956, during the year

xix. The Company has issued debentures during the year and security has been created in respect of these debentures.

xx. The Company has not raised any money by public issues during the year.

xxi. During the course of our examination of 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 instances of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

SHARP & TANNAN

Chartered Accountants

Registration No.109982W

By the hand of

MILIND P. PHADKE

Partner

Membership No. 033013

Place: Mumba

Date: 16.05.2013


Mar 31, 2012

We have audited the accompanying financial statements of Orbit Corporation Limited (the 'Company') which comprise the Balance Sheet as at 31st March, 2012, the Statement of Profit and Loss and Statement of Cash Flows for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The management of the Company is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the accounting standards referred to in Section 211(3C) 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

No provision has been made in these accounts for additional income tax payable and interest thereon as per assessment orders received for the assessment years 2004-05 to 2010-11 amounting to Rs. 1573.24 millions, resulting in the overstatement of the profit for the current year, understatement of short term provisions and overstatement of the reserves and surplus by a like amount. [Refer note No.27 (2a)].

In our opinion, and to the best of our information and according to the explanations given to us, subject to the matter referred to above, and read with note 32 (a), the said financial statements 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 the Statement of Profit and Loss, of the profit for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

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

2. As required by Section 227(3) of the Companies Act, 1956 we report that:

(a) we have obtained all 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 and the Statement of Profit and Loss dealt with by this Report are in agreement with the books of account; and

(d) in our opinion, the Balance Sheet and the Statement of Profit and Loss comply with the accounting standards referred to in Section 211 (3C) of the Companies Act, 1956.

(e) on the basis of the written representations received from Directors of the Company as at 31st March, 2012 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2012 from being appointed as a Director in terms of Section 274 (1)(g) of the Companies Act, 1956.

Annexure to the independent auditors' report

(Referred to in Paragraph 1 of our report of even date)

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

(b) As explained to us, these fixed assets have been physically verified by the Company, in accordance with a phased programme of verification over three years, which in our opinion, is reasonable, considering the size of the Company and nature of its assets. The frequency of physical verification is reasonable and no material discrepancies were noticed on such verification.

(c) The Company has not disposed off any substantial part of its fixed assets during the year, so as to affect its going concern status.

(ii) (a) As explained to us, the inventories have been physically verified by technically qualified independent agencies during the year. In our opinion, the frequency of such verification is reasonable.

(b) As per the information given to us, the procedures of physical verification of inventory followed by the management of the Company are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business

(c) The Company is maintaining proper records of inventory. No material discrepancies were noticed on such verification.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loans to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) According to the information and explanations given to us, the Company has not taken any loans from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(c) Accordingly, reporting under paragraph 4(iii)(c) and (d) of the Order is not applicable.

(iv) In our opinion, and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and nature of its business, for the purchase of inventory and fixed assets. During the course of audit, 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) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered in 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, no transactions have been made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year.

(vi) In our opinion, and according to the information and explanations given to us, the Company has not accepted any deposits to which the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules,1975 apply.

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

(viii) The Company has prima facie maintained the records prescribed by the Central Government under Section 209 (1) (d) of the Companies Act, 1956. We have however, not made a detailed inspection of these records to ascertain their completeness or accuracy.

(ix) (a) According to the information and explanations given to us, Income-Tax deducted at source amounting to Rs. 21.13 million and Tax on Dividend amounting to Rs. 18.49 million were in arrears as at 31st March, 2012, for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us, there are no dues in respect of, Income Tax, VAT, Wealth Tax, Service Tax, Custom Duty and Cess as at 31st March 2012, which have not been deposited on account of any dispute

(x) The Company has no accumulated losses as at 31st March 2012 and has not incurred a cash loss in the current financial year. The Company had not incurred a cash loss in the immediately preceding financial year.

(xi) The Company has defaulted in the redemption of non convertible debentures and repayment of term loans to financial institutions and banks and payment of interest thereon. Details are as under.

(Rs. in millions)

Particulars Principal Amount Interest Period of Default

Non-Convertible Debentures - 4 installments 1,500.00 1 Day to 9 Months

100.17 1 Day to 3 Months

Term Loans from Banks 948.71 1 Day to 6 Months

22.70 1 Day

Term Loans from Financial Institutions 98.68 1 Month to 4 Months

(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, reporting on paragraph 4 (xii) of the Order is not applicable.

(xiii) The provisions of any special statute applicable to chit fund/ nidhi /mutual benefit fund/societies are not applicable to the Company. Accordingly, reporting under paragraph 4 (xiii) of the Order is not applicable.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing or trading in securities. The Company has invested surplus funds in mutual funds. According to the information and explanations given to us proper records have been maintained thereof. The investments in mutual funds have been held by the Company in its own name.

(xv) In our opinion and according to the information and explanation given to us, the terms and conditions of guarantees given by the Company for loans taken by others from banks or financial institutions are not prima facie prejudicial to the interests of the Company.

(xvi) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes 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 there are no funds raised on short-term basis, which are used for long-term investments.

(xviii) The Company has not made any preferential allotment of shares during the year.

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

(xx) The Company has not made any public issue of shares during the year.

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

SHARP & TANNAN

Chartered Accountants

Registration No.109982W

by the hand of

MILIND P. PHADKE

Place: Mumbai Partner

Date: 24th May, 2012 Membership No. 033013

 
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