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Auditor Report of Phoenix Lamps Ltd.

Mar 31, 2015

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

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of 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 standalone financial statements based on our audit.

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

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2015, and its profit and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to the fact as stated in Note No. 43 that the Company has made requisite applications to the Central Government seeking approval for the remuneration aggregating to Rs. 86.34 lacs relating to an earlier year paid/payable to the erstwhile Managing Director in excess of the limits prescribed under the Companies Act / approval earlier obtained from Central Government and for which approval is awaited. Pending approval of the same, no adjustments have been made in these financial statements. 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 ("the Order") issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, 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 Act, we report that:

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

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

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

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31 March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 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 Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 29 to the financial statements;

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

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

Annexure referred to in paragraph 'Report on Other Legal and Regulatory Requirements' of our report of even date Re: Phoenix Lamps Limited ('the Company')

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

(b) All fixed assets have been physically verified by the management during the year as a part of the plan to cover all the items of fixed assets over a fixed period of three years in a phased manner which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discre- pancies were noticed on such verification.

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

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

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

(iii) According to the information and explanations given to us,the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii)(a) and (b) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us and having regard to the explanation that purchases of certain items of inventories are of proprietary nature for which alternative sources are not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the Company in respect of these areas.

(v) The Company has not accepted any deposits from the public.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 148(1) of the Companies Act, 2013, related to the manufacture of auto components, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(vii) (a) Undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, value added tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, duty of customs, duty of excise, value added tax and cess on account of any dispute, are as follows:

Name of the statute Nature of dues Amount Period to which the (Rs.in Amount relates Lacs

Income Tax Act, 1961 Income Tax demand 3,671.39 AY 2010-11

Income Tax Act, 1961 TDS Demand 32.66 AY 2010-11 to AY 2013-14

Income Tax Act, 1961 Income Tax demand 3,266.49 AY 2011-12

Service Tax Penalty against 10.27 FY 2009-10 & 2010-11 Service tax demand

Central Sales Tax Pending C Forms 5.51 FY 2011-12 Act, 1956

Central Sales Tax Pending C Forms 1.98 FY 2006-07 & 2008-09 Act, 1956

Delhi Sales Tax Sales tax demand 0.82 FY 1994-95 Act 1975

Name of the Statute Forum where dispute is Pending

Income Tax Act, 1961 CIT (Appeals), Noida

Income Tax Act, 1961 CIT (Appeals), Dehradun

Income Tax Act, 1961 Dispute Resolution Panel, New Delhi

Service Tax CESTAT, New Delhi

Central Sales Tax Act 1956 Joint Commissioner (Appeals), Uttrakhand

Central Sales Tax Act 1956 Deputy Commissioner of Assessment, Uttrakhand

Delhi Sales Tax Act 1975 D.C. - Appeal IV, Delhi

(The above does not include demands outstanding in relation to General Lighting business which was sold by the Company on August 30, 2013 as stated in note no. 44 and any statutory liabilities relating to such business will be borne by buyer, in accordance with the Business Transfer Agreement signed by the Company and the buyer.)

(d) According to the information and explanations given to us, the amount 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 thereunder has been transferred to such fund within time.

(viii) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

(ix) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to any bank. The Company did not have any outstanding debentures and loan from financial institution during the year.

(x) According to the information and explanations given to us, the Company has given guarantee for loan taken by a subsidiary company from a bank, the terms and conditions whereof, in our opinion, are not prima- facie prejudicial to the interest of the Company.

(xi) Based on the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

(xii) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per 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 year.

For S.R. Batliboi & CO. LLP Chartered Accountants ICAI Firm Registration Number: 301003E

Sd/- Per Anil Gupta Partner Membership Number: 87921

Place: New Delhi Date : May 22, 2015


Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

Opinion

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

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

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

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

Emphasis of Matter

We draw attention to Note 46 to the financial statements regarding managerial remuneration of Rs.202.44 lacs paid/ provided to Directors and erstwhile Managing Directors in current and earlier years exceeding the limits prescribed under the Companies Act / approval earlier obtained from Central Government. The Company has made applications / revision applications/ is in the process of making application for seeking approval for the excess remuneration paid. Pending receipt of the approval, no adjustments have been made in the financial statements. 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, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

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

Annexure referred to in paragraph 3 of our report of even date

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

(b) All fixed assets have been physically verified by the management during the year although the Company is having a plan to cover all the items over a fixed period of three years in a phased manner. Certain discrepancies identified are being reconciled and the Company believes that the outcome of such reconciliation will not have a material financial impact. Reconciling differences and any adjustments will be made to the fixed asset register as and when such reconciliation is fully completed.

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

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

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

(c) The Company is maintaining proper records of inventory. No material discrepancies were noted on physical 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 or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (a) to (d) of the Companies (Auditor''s report) Order, 2003 (as amended) are not applicable to the Company and hence not commented upon.

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

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the Company.

(v) According to the information and explanations provided by the management, we are of the opinion that there are no transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956. Therefore the provisions of clause 4 (v) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

(vi) The Company has not accepted any deposits from the public.

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

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956, related to the manufacture of the products to which the said rules are applicable and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have, however, made a detailed examination of the same.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, or employees'' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees'' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding, at the year end for a period of more than six months from the date they became payable.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to any bank. The Company did not have any outstanding debentures and loan from financial institution during the year.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

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

(xv) According to the information and explanations given to us, the Company has given guarantee for loan taken by a subsidiary company from a bank, the terms and conditions whereof, in our opinion, are not prima-facie prejudicial to the interest of the Company.

(xvi) Based on the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

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

(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.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money through a public issue during the year.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per 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 S.R. Batliboi & CO. LLP For ARUN K. GUPTA & ASSOCIATES

Chartered Accountants Chartered Accountants

ICAI Firm Registration Number: 301003E ICAI Firm Registration Number: 000605N

Per Anil Gupta Per Gireesh Kumar Goenka

Partner Partner

Membership Number: 87921 Membership Number: 096655

Place of Signature: Noida Place of Signature: Noida

Date: May 28, 2013 Date: May 28, 2013


Mar 31, 2012

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

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statement. 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 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

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

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

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

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

(f) Without qualifying our opinion we draw attention to note no.42 regarding managerial remuneration for which the Company has made applications/ revision applications to the Central Government seeking approval for the remuneration paid to the Managing Director & erstwhile Managing Directors & Directors in excess of the limits prescribed under the Companies Act/ Central Government approval obtained amounting to Rs. 73.69 Lacs (upto 31-03-2011 Rs. 153.05 Lacs ) for which approval is awaited.

(g) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon give the information required by the Companies Act, 1956, in the manner so required , give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Annexure referred to in paragraph (3) of our report of even date Halonix Limited (Formally known as Phoenix Lamps Limited)

1. The Company has maintained proper records to show full particulars, including quantitative details and situation of fixed assets. The fixed assets have been physically verified by the management according to the phased programme designed to cover all the items over a period of three years which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets have been physically verified by the management during the year and no material discrepancies between the book records and physical verification have been noticed. The Company has not disposed off any substantial part of fixed assets during the year and going concern status of the Company is not affected.

2. The management has conducted physical verification of inventory at reasonable intervals. The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. The Company is maintaining proper records of inventory. Discrepancies noted on physical verification of inventories were not material and have been properly dealt with in the books of account.

3. (a) As informed, the Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraphs 4 (iii) (b), (c) and (d) of the Companies (Auditor's Report) Order, 2003 (as amended) (herein referred to as the Order), are not applicable.

(b) As informed, the Company has not taken any loan, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraphs 4 (iii) (e), (f) and (g) of the Order, are not applicable.

4. 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 the nature of its business, for the purchase of inventories and fixed assets and for the sale of goods. There is no sale of services, hence provision of this clause, to the extent of sale of services are not applicable to the Company. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

5. According to the information and explanations provided by the management, we are of the opinion that there are no transactions that need to be entered into the Register maintained under Section 301 of the Companies Act, 1956, therefore paragraph 4 (v) (b) of the Order is not applicable.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A & 58AA of the Companies Act, 1956 and the rules made thereunder.

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

8. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Govt. for the maintenance of Cost Records under section 209 (1) (d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been maintained.

9. a) According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales/Vat Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities. According to the information and explanations given to us, there are no arrears of outstanding statutory dues as at 31st March, 2012 for a period of more than six months from the date they became payable.

b) According to the records of the Company, the dues outstanding of Income Tax, Wealth Tax, Sales Tax, Service Tax, Custom duty, Excise duty & Cess on account of any dispute are as follows:

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

Delhi Sales Tax Act 1975 Sales Tax Demand 0.82 F.Y.1994-95 D.C.- Appeal IV,Delhi

U.P Trade Tax Act 1948 Demand U/s 4B 1.04 F.Y.2000-01 Joint Commis sioner Appeal, Noida

Uttrakhand Vat Act 2005 Demand against 26.09 F.Y.2005-06 Joint Commis sioner

Stock Trans ferred Appeal, Dehradun

U.P Vat Act 2008 Penalty U/s 50 0.38 F.Y.2008-09 Joint Commis sioner

Appeal, Noida

U.P Vat Act 2008 Non receipt of Form "C" 9.24 F.Y.2007-08 Deputy commis sioner, Noida

U.P Vat Act 2008 U/s 54(14) 6.12 F.Y.2008-09 Deputy commis sioner, Noida

Income Tax Act 1961 Penalty u/s 271 (1)(c ) 18.00 F.Y 2004-05 CIT Appeal Noida Director General of Penalty for non fulfillment152.44 Advance Licence Additional Foreign Trade - Delhi of export obligation. dated- 02.02.05, DGFT (Appeal), _12.10.04 & 18.05.05 New Delhi

10. The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current and immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions or bank.

12. According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted 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 statute applicable to chit fund, nidhi / mutual benefit fund and societies.

14. According to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures, and other investments. However, the Company has made an investment in International Lamps Holding Company S.A. a wholly owned subsidiary by way of acquisition of bearer shares certificate of the Company. The share certificates has been kept in an escrow account.

15. Based on the audit procedures applied by us & according to the information & explanations provided by the management, the term loans taken by the Company during the year have been applied for the purpose for which the loans were obtained.

16. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from Bank or Financial institutions.

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

18. 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.

19. The Company did not have any outstanding debentures during the year.

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

21. Based upon the audit procedures performed by us for expressing our opinion on these financial statements and information & explanations given by the management, we have neither come across any instance of major fraud on or by the Company noticed or reported during the year nor we have been informed of such case by the management.

For ARUN K GUPTA & ASSOCIATES

Chartered Accountants

Firm Registration No. 000605N

Gireesh Kumar Goenka

Place : Noida Partner

Date : May 26, 2012 Membership No. 096655


Mar 31, 2011

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

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

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

4. Further to our comments in the annexure referred to in para 3 above, we report that: -

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

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

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

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

(e) On the basis of written representations received from the directors, as on March 31, 2011, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2011 from being appointed as a director in terms of Section 274(1) (g) of Companies Act, 1956;

(f) Without qualifying our opinion we draw attention to point no. 17 of schedule-19 regarding Managerial remuneration the company has made applications/ revision application to the Central Government seeking approval for the remuneration paid to the Managing Director & erstwhile Managing Director in excess of the limits prescribed under the Companies Act/ Central Government approval obtained amounting to Rs. 207.52 Lacs for which approval is awaited.

(g) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon give the information required by the Companies Act, 1956, in the manner so required , give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of Balance Sheet, of the state of the affairs of the Company, as at March 31, 2011.

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

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

Annexure referred to in paragraph (3) of our report of even date Halonix Limited (Formally known as Phoenix Lamps Limited)

1. The Company has maintained proper records to show full particulars, including quantitative details and situation of fixed assets. The fixed assets have been physically verified by the management according to the phased programme designed to cover all the items over a period of three years which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets have been physically verified by the management during the year and no material discrepancies between the book records and physical verification have been noticed. The company has not disposed off any substantial part of fixed assets during the year and going concern status of the company is not affected.

2. The management has conducted physical verification of inventory except goods in transit at reasonable intervals. The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. The Company is maintaining proper records of inventory except for work in progress, which has been determined on the physical verification at the year end. No material discrepancies in inventory were noticed on physical verification.

3. (a) As informed, the Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraphs 4 (iii) (b), (c) and (d) of the Companies (Auditors Report) Order, 2003 (as amended) (herein referred to as the Order), are not applicable.

(b) As informed, the Company has not taken any loan, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraphs 4 (iii) (e), (f) and (g) of the Order, are not applicable.

4. 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 the nature of its business, for the purchase of inventories and fixed assets and for the sale of goods. There is no sale of services, hence provision of this clause, to the extent of sale of services are not applicable to the company. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

5. According to the information and explanations provided by the management, we are of the opinion that there are no transactions that need to be entered into the Register maintained under Section 301 of the Companies Act, 1956, therefore paragraph 4 (v) (b) of the Order is not applicable.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A & 58AA of the Companies Act, 1956 and the rules made thereunder.

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

8. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Govt. for the maintenance of Cost Records under section 209 (1) (d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been maintained. We have however, not made a detailed examination of these records with a view to determine whether they are accurate or complete.

9. a) According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales/Vat Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities. According to the information and explanations given to us, there are no arrears of outstanding statutory dues as at 31st March, 2011 for a period of more than six months from the date they became payable.

b) According to the records of the Company, the dues outstanding of Income Tax, Wealth Tax,Sales Tax,Service Tax,Custom duty,Excise duty & Cess on account of any dispute are as follows:

Name of the Statue Nature of dues Amount Period to which Forum where disputes (Rs. in Lacs ) the amount relates are pending

Delhi Sales Tax Act 1975 Sales Tax Demand 0.82 F.Y.1995-96 D.C.-Appeal IV, Delhi

U.P Trade Tax Act 1948 Demand U/s 4B 1.04 F.Y.2000-01 Joint Commissioner Appeal, Noida

Uttrakhand Vat Act 2005 Demand against 26.09 F.Y.2005-06 Joint Commissioner Stock Transferred Appeal, Dehradun

U.P Vat Act 2008 U/s 54(14) 6.12 F.Y.2008-09 Deputy Commissioner, Noida

Income Tax Act 1961 TDS Demand 20.80 F.Y 2007-08 CIT Appeal, Ghaziabad F.Y 2008-09 F.Y 2009-10

10. The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current and immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions or bank.

12. According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted 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 statute applicable to chit fund, nidhi / mutual benefit fund and societies.

14. According to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures, and other investments. However during the year, the company has made an investment in International Lamps Holding Company S.A. a wholly owned subsidiary by way of acquisition of bearer shares certificate of the company. The share certificates has been kept in an escrow account.

15. Based on the audit procedures applied by us & according to the information & explanations provided by the management, the term loans taken by the company during the year have been applied for the purpose for which the loans were obtained.

16. According to the information and explanations given to us, the company has given Corporate/absolute guarantee and standby letter of credit amounting to Rs. 1704.26 Lacs (Euro 26.95 Lacs) in favor of COFACE

FINANZ GMBH and/ Deutsche Bank AG, Germany towards the factoring facilities/ working capital facilities availed/to be availed by Trifa Lamps Germany GMBH, Germany, a step down wholly owned subsidiary. In our opinion the terms & conditions are not prejudicial to the interest of the company.

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

18. 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.

19. The Company did not have any outstanding debentures during the year.

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

21. Based upon the audit procedures performed by us for expressing our opinion on these financial statements and information & explanations given by the management, we have neither come across any instance of major fraud on or by the company noticed or reported during the year nor we have been informed of such case by the management.

For ARUN K GUPTA & ASSOCIATES

Chartered Accountants

Firm Registration No. 000605N

GIREESH KUMAR GOENKA

Place : Noida Partner

Date : 20.05.2011 Membership No. 096655


Mar 31, 2010

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

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statement. 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 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the annexure referred to in para 3 above, we report that: -

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

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

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

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

(e) On the basis of written representations received from the directors, as on March 31, 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2010 from being appointed as a director in terms of Section 274(1) (g) of Companies Act, 1956;

(f) As explained in point no. 17 of schedule-19, an application has been made to Central Government seeking approval for remuneration to the Managing Director & erstwhile Managing Director in excess of the limits prescribed under the Act, for which approval is awaited.

(g) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon give the information required by the Companies Act, 1956, in the manner so required , give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Annexure referred to in paragraph (3) of our report of even date Halonix Limited (Formally known as Phoenix Lamps Limited)

1. The Company has maintained proper records to show full particulars, including quantitative details and situation of fixed assets. The fixed assets have been physically verified by the management according to the phased programme designed to cover all the items over a period of three years which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets have been physically verified by the management during the year and no material discrepancies between the book records and physical verification have been noticed. The company has not disposed off any substantial part of fixed assets during the year and going concern status of the company is not affected. However the board of directors of the company in its meeting authorized the execution of memorandum of undertaking with M/s Halonix Technologies Limited (a wholly owned subsidiary of the company) in connection with transfer/ sale of the non – automotive lighting business of the company to Halonix Technologies Limited.

2. The management has conducted physical verification of inventory except goods in transit at reasonable intervals. The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. The Company is maintaining proper records of inventory except for work in progress, which has been determined on the physical verification at the year end. No material discrepancies in inventory were noticed on physical verification.

3. (a) The company has granted interest free unsecured

loan to one company listed in the register maintained under section 301 of the Companies Act 1956. The maximum amount involved during the year was Rs. 20.75 Lacs and the year end balance was Rs 20.75 Lacs and the terms & conditions of the loan are not prima facie prejudicial to the interest of the company.

(b) The aforesaid loan is repayable on demand and there is no repayment schedule.

(c) Since the loan is repayable on demand, we are unable to comment whether there has been default in repayment.

(d) As informed to us, the company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained

under section 301 of the Companies Act 1956.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventories and fixed assets and for the sale of goods. There is no sale of services, hence provision of this clause, to the extent of sale of services are not applicable to the company. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

5. According to the information and explanations provided by the management, there is no contract or arrangements referred to in section 301 of the Act that need to be entered into the register maintained under section 301. Therefore, provisions of clause 4 (v)(b) are not applicable to the company.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A & 58AA of the Companies Act, 1956 and the rules made thereunder.

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

8. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Govt. for the maintenance of Cost Records under section 209 (1) (d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been maintained. We have however, not made a detailed examination of these records with a view to determine whether they are accurate or complete.

9. a) According to the records of the Company, the

Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income Tax, Sales/Vat Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities. According to the information and explanations given to us, there are no arrears of outstanding statutory dues as at 31st March, 2010 for a period of more than six months from the date they became payable. b) According to the records of the Company, the dues outstanding of Income Tax, Wealth Tax,Sales Tax,Service Tax,Custom duty,Excise duty & Cess on account of any dispute are as follows:

S. Name of the statute Nature of dues Amount No. (Rs. in Lacs)

1. Delhi Sales Tax Act, 1975 Sales Tax Demand 0.82

2. U.P Trade Tax Act, 1948 Demand U/s 4B 1.04

3. Uttrakhand Vat Act, 2005 Demand against 27.97 Stock Transferred

4. U.P Vat Act, 2008 U/s 54(14) 6.12 5. U.P.Tax Entry of Demand under ex- 30.00 Goods Act, 2001 party assessment

6. U.P.Trade Tax Act, 1948 Demand under ex- 622.34 party assessment

7. C.S.T. Act ,1956 Demand under ex- 2290.61 party assessment



Sr. Name of the Statute Period to which Forum where dispute(s) No. the amount relates are pending

1. Delhi Sales Tax F.Y.1995-96 D.C.-Appeal Act, 1975 IV, Delhi

2. U.P Trade Tax F.Y.2000-01 Joint Commissioner Act, 1948 Appeal, Noida

3. Uttrakhand Vat F.Y.2005-06 Joint Commissioner Act, 2005 Appeal, Dehradun

4. U.P Vat F.Y.2008-09 Deputy Commissioner, Act, 2008 Noida

5. U.P.Tax Entry of F.Y.2007-08 Deputy Commissioner Goods Act, 2001 Assessment, Noida

6. U.P.Trade Tax F.Y.2007-08 Deputy Commissioner Act, 1948 Assessment, Noida

7. C.S.T. Act ,1956 F.Y.2007-08 Deputy Commissioner Assessment, Noida



10. The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current and immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions or bank.

12. According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted 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 statute applicable to chit fund, nidhi / mutual benefit fund and societies.

14. The company has not dealt/traded in securities and other investments during the year.

15. Based on the audit procedures applied by us & according to the information & explanations provided by the management, the term loans taken by the company during the year have been applied for the purpose for which the loans were obtained.

16. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet and Cash Flow Statement of the company, we report that funds raised on short term basis amounting to Rs. 800.92 Lacs have been used for long term investment.

18. 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.

19. The Company did not have any outstanding debentures during the year.

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

21. Based upon the audit procedures performed by us for expressing our opinion on these financial statements and information & explanations given by the management, we have neither come across any instance of major fraud on or by the company noticed or reported during the year nor we have been informed of such case by the management.

For ARUN K. GUPTA & ASSOCIATES Chartered Accountants

GIREESH KUMAR GOENKA

Place: Noida Partner

Date : 06.05.2010 Membership No. 096655

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