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Auditor Report of PTL Enterprises Ltd.

Mar 31, 2017

TO THE MEMBERS OF PTL ENTERPRISES LIMITED

Report on the financial statements

We have audited the accompanying financial statements of PTL ENTERPRISES LIMITED ("the company"), which comprises the Balance Sheet as at 31 March 2017, the Statement of Profit and Loss, 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 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 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 the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, 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 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 financial control relevant to the Company''s preparation of the financial statements that give true and fair view 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 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 financial statements.

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 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, 2017;

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

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

Emphasis of Matters

We draw attention to the following matter in the Notes to the financial statements:

1. Note B-5 for higher depreciation of current year to the extent of Rs. 26.83 Lakhs on the revalued part of Fixed Assets.

2. Note C-5 as regards Scheme of arrangement/ Demerger of Medicare and Healthcare Services Business undertaking.

3. Note C-13 to the financial statements which describes non-recognizing in accounts the transaction on account of the uncertainty related to the outcome of the lawsuit filed by the Company against Govt. of Kerala vis-a-vis Kochi Metro Rail Project for 62.22 Ares (1.50 Acres) of land physically acquired with total stated compensation of Rs. 29.36 Crore deducting TDS but physically the amount is not yet paid.

4. Note C-14 to the financial statement which describes the detail of CSR expenditure.

Our opinion is not modified in respect of the matters to that extent for true & fair view.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'' Report) Order, 2016 (''the order'') issued by the Ministry of Company Affairs, Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013; we give in the Annexure-A, as per information & explanations provided by the management, 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 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 Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) The company had provided requisite disclosures in its financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016 and these are in accordance with the books of accounts maintained by the company.

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

f) On the basis of written representations received from the directors as on year end, taken on record by the Board of Directors, none of the directors is disqualified as on year end, from being appointed as a director in terms of Section 164(2) of the Act.

g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure "B".

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

Annexure-A referred to in the Auditors'' Report to the members of PTL Enterprises Limited on the accounts for the year ended 31st March, 2017

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

(b) These fixed assets have been physically verified by the management at reasonable intervals. Material discrepancies noticed on such verification have been properly dealt with in the books of account;

(c) The Title Deeds of the Immovable Assets are held in the name of the Company.

(ii) (a) The physical verification of inventory has been conducted at reasonable intervals by the management;

(c) The material discrepancies noticed on physical verification have been properly dealt with in the books of account;

(iii) The company has not granted loans, secured or unsecured to companies, firms, Limited Liability Partnership or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

(iv) In respect of Loans, Investments, Guarantees and Security the company has complied with provisions of Section 185 & 186 of The Companies Act, 2013.

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

(vi) As discussed in Board of Directors'' meeting, Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 for the cost records maintenance are not applicable to the Company.

(vii) a) The company is regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities.

(b) There are no dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax or cess which has not been deposited on account of dispute.

(viii) The company has not defaulted in repayment of loans or Borrowings to Financial Institution, Bank, Government or dues to Debenture Holders.

(ix) The Company has no Term loans and accordingly the requirement of they were applied for the purpose for which they were obtained does not arise;

(x) Based upon the audit procedures performed along with information & explanations given by the Management, we report that, no fraud on or by the company has been noticed or reported during the year.

(xi) The Managerial Remuneration has not been paid or provided and accordingly the requisite approvals mandated by the Provisions of Section 197 read with Schedule V of The Company''s Act are not required.

(xii) The Company is not a Nidhi Company as such clause (xii) of the CARO, 2016 is not applicable to the Company.

(xiii) All transactions with the related parties are in compliance with Section 177 & 188 of the Company''s Act, 2013 and details have been disclosed in the Financial Statements as required.

(xiv) The Company has not made any preferential allotment or private placement of shares or of convertible Debenture under review.

(xv) As informed, the Company had not entered into any non-cash transactions with Directors or person connected with them.

(xvi) As informed, the Company is not required to be registered under section 45- IA of The Reserve Bank of India Act, 1934.

Annexure “B” To the Independent Auditor''s Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of PTL Enterprises Limited ("the Company") as of March 31, 2017 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on "the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India". These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on "the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India".

FOR AND ON BEHALF OF

H.N. MEHTA ASSOCIATES

Chartered Accountants

Firm Reg. No. 106219W

(Kiran Pancholi)

Place : Gurgaon PARTNER

Dated : 4th May, 2017 Membership No. 33218


Mar 31, 2016

Report on the Standalone financial statements

We have audited the accompanying standalone financial statements of PTL ENTERPRISES LIMITED (“the company"), which comprises the Balance Sheet as at 31 March 2016, the Statement of Profit and Loss, 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 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 the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone 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 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 standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone 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 standalone financial statements that give true and fair view 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 Company''s Directors, as well as evaluating the overall presentation of the standalone 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;

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2016;

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

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

Emphasis of Matters

We draw attention to the following matter in the Notes to the standalone financial statements:

1. Note B-5 for higher depreciation of current year to the extent of Rs. 6.71 Lacs on the revalued part of Fixed Assets.

2. Note C-14 to the standalone financial statements which describes non-recognizing in accounts the transaction on account of the uncertainty related to the outcome of the lawsuit filed by the Company against Govt. of Kerala vis-a-vis Kochi Metro Rail Project for 62.22 Ares (1.50 Acres) of land physically acquired with total stated compensation of Rs. 29.36 Crore deducting TDS but physically the amount is not yet paid.

3. Note C-15 to the standalone financial statement which describes the detail of CSR expenditure.

Our opinion is not modified in respect of the matters to that extent for true & fair view.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'' Report) Order, 2016 (‘the order'') issued by the Ministry of Company Affairs, Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013; we give in the Annexure-A, as per information & explanations provided by the management, 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 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 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 written representations received from the directors as on year end, taken on record by the Board of Directors, none of the directors is disqualified as on year end, from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure “B".

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

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

(b) These fixed assets have been physically verified by the management at reasonable intervals. Material discrepancies noticed on such verification have been properly dealt with in the books of account;

(c) The Title Deeds of the Immovable Assets are held in the name of the Company;

(ii) (a) The physical verification of inventory has been conducted at reasonable intervals by the management;

(c) The material discrepancies noticed on physical verification have been properly dealt with in the books of account;

(iii) The company has not granted loans, secured or unsecured to companies, firms, Limited Liability Partnership or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

(iv) In respect of Loans, Investments, Guarantees and Security the company has complied with provisions of Section 185 & 186 of The Companies Act, 2013.

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

(vi) As discussed in Board of Directors'' meeting, Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 for the cost records maintenance are not applicable to the Company.

(vii) a) The company is regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities.

(b) The cases of dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of dispute are as under;

Statute

Nature

Amount

Forum

Period

Income Tax

Disputed

1855 Lacs

Appellate Authorities

01/04/2009 to 31/03/2013

Service Tax

Disputed

2881 Lacs

Appellate Authorities

June, 2005 to June, 2012

(viii) The company has not defaulted in repayment of loans or Borrowings to Financial Institution, Bank, Government or dues to Debenture Holders.

(ix) Term loans were applied for the purpose for which they were obtained;

(x) Based upon the audit procedures performed along with information & explanations given by the Management, we report that, no fraud on or by the company has been noticed or reported during the year.

(xi) The Managerial Remuneration has not been paid or provided and accordingly the requisite approvals mandated by the Provisions of Section 197 read with Schedule V of The Company''s Act are not required.

(xii) The Company is not a Nidhi Company as such clause (xii) of the CARO, 2016 is not applicable to the Company.

(xiii) All transactions with the related parties are in compliance with Section 177 & 188 of the Company''s Act, 2013 and details have been disclosed in the Financial Statements as required.

(xiv) The Company has not made any preferential allotment or private placement of shares or of convertible Debenture under review.

(xv) As informed, the Company had not entered into any non-cash transactions with Directors or person connected with them.

(xvi) As informed, the Company is not required to be registered under section 45- IA of The Reserve Bank of India Act, 1934.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of PTL Enterprises Limited (“the Company") as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on “the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India". These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on “the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India".

FOR AND ON BEHALF OF H.N. MEHTA ASSOCIATES

Chartered Accountants

Firm Reg. No. 106219W

Sd/-

(Kiran Pancholi)

Place: Gurgaon PARTNER

Dated: 11th May, 2016 Membership No. 33218


Mar 31, 2015

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

Management''s Responsibility for the Standalone financial statements

The Company''s Board of Directors 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 the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone 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 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 standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone 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 standalone financial statements that give true and fair view 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 Company''s Directors, as well as evaluating the overall presentation of the standalone 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;

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

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

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

Emphasis of Matters

We draw attention to the following matters in the Notes to the standalone financial statements:

1. Note C-12 for higher depreciation of current year to the extent of Rs. 26.10 Lacs as stipulated in Schedule II of The Companies Act, 2013.

2. Note C-13 to the standalone financial statement which describes the detail of CSR expenditure.

3. Note C-14 to the standalone financial statements which describes the uncertainty related to the outcome of the lawsuit filed by the Company against Govt, of Kerala vis-a-vis Kochi Metro Rail Project for 62.22 Ares (1.50 Acres) of land already acquired with total compensation of Rs. 29.36 Crore deducting TDS but physically the amount not paid.

Our opinion is not modified in respect of the matters to that extent for true & fair view.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'' Report) Order, 2015 (''the order'') issued by the Ministry of Company Affairs, Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013; we give in the Annexure, as per information & explanations provided by the management, 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 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 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 written representations received from the directors as on year end, taken on record by the Board of Directors, none of the directors is disqualified as on year end, from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the other matters included in the Auditor''s Report and to best of our information and according to the explanations given to us:

i) 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 the Auditors'' Report to the members of PTL Enterprises Limited on the accounts for the year ended 31st March, 2015

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

(b) These fixed assets have been physically verified by the management at reasonable intervals; Material discrepancies noticed on such verification have been properly dealt with in the books of account;

(ii) (a) The physical verification of inventory has been conducted at reasonable intervals by the management;

(b) The procedures of physical verification of inventory followed by the management are reason able 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 material discrepancies noticed on physical verification have been properly dealt with in the books of account;

(iii) The company has not granted loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act.

(iv) There is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory & fixed assets and for the sale of goods & services. There is no continuing failure to correct major weaknesses in an internal control system.

(v) The company has not accepted deposits from public.

(vi) The Ministry of Company Affairs, Cost audit Branch vide it''s File No. 52/366/CAB/1989 Dated 27th January, 2015 had exempted PTL Enterprises Ltd. from the requirement of Cost Audit for the financial year 2013-14, As explained to us, an application is being made requesting for an extension of exemption for the financial year 2014-15 in view of status quo of lease of factory to Apollo Tyres Ltd.

(vii) a) The company is regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities.

(b) The cases of dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of dispute are as under;

Statute Nature Amount Forum Period

Income Tax Disputed 1266 Lacs Appellate 01/04/2009 to Authorities 01/03/2012

Service Tax Disputed 2881 Lacs Appellate June, 2005 to Authorities June, 2012

(c) 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 there under has been transferred to such fund within time.

(viii) The company has been registered for a period of not less than five years and there are no accumulated losses at the end of the financial year of not less than fifty per cent of its net worth and it has not incurred cash losses in current financial year & in the immediately preceding financial year;

(ix) The company has not defaulted in repayment of dues to a bank.

(x) The company has given corporate guarantee for working capital facility taken by Apollo Technical Education Foundation from bank, the terms and conditions whereof are not prejudicial to the interest of the company. -

(xi) Term loans were applied for the purpose for which the loans were obtained;

(xii) Based upon the audit procedures performed along with information & explanations given by the Management, we report that, no fraud on or by the company has been noticed or reported during the year.

FOR AND ON BEHALF OF H.N. MEHTA ASSOCIATES Chartered Accountants Firm Reg. No. 106219W

Sd/- (Kiran Pancholi) Place: Mumbai PARTNER Dated : May 12, 2015 Membership No. 33218


Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). 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 & 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 & according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

b. in the case of Statement of Profit & Loss, of the profit for the year ended on that date; and

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

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 & Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books;

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

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

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

Annexure referred to in paragraph-I of the Auditors'' Report to the members of PTL Enterprises Ltd. on the accounts for the year ended March 31, 2014

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

(b) Verification of Fixed Assets is being conducted by the management, which in our opinion is reasonable having regard to the size of the Company and the nature of assets. As explained to us, no discrepancies noticed on such verification.

(c) As the Company has disposed off an insignificant part of the fixed assets during the year, paragraph 4 (i) (c) of the Companies (Auditors'' Report) Order, 2003 (hereinafter referred to as the Order) is not applicable.

ii) (a) At the year end, as explained, the inventories have been physically verified by the management. In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of the record of inventories, we are of the opinion that, the Company is maintaining proper records of inventories. As explained to us, no discrepancies noticed on physical verification of inventories as compared to book records.

iii) (a) According to the information and explanations given to us, the Company has not taken / granted advances from /to companies covered in the register maintained under Section 301 of the Companies Act, 1956 and accordingly the maximum amount disclosure is not applicable.

(b) The disclosure of rate of interest, other terms & conditions and being prejudicial to the interest of the Company are not applicable to the Company.

(c) The disclosure of payment of principal amount and interest are not applicable to the Company.

(d) The disclosure as regards overdue amounts are not applicable to the Company.

iv) According to the information & explanations given to us, there are adequate internal control procedures commensurate with the size of the Company & the nature of its business with regard to purchases of fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the underlying internal controls.

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

(b) In our opinion and according to the information & explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the Register maintained U/sec. 301 of the Companies Act, 1956 and exceeding the value of Rs.5 lacs in respect of any party during the year, as explained, have been made at prices which are either reasonable having regard to prevailing market prices at the relevant time and/or are of special nature.

vi) The Company has not accepted any chargeable deposit from the public during the year.

vii) As explained, the Company has an internal audit review system commensurate with its size and nature of its business.

viii) The Department of Company Affairs vide it''s File No. 52/366/CAB-1989 Dated August 13, 2013 had exempted PTL Enterprises Ltd. from the requirement of Cost Audit for the financial year 2012-13. As explained to us, an application is made requesting for an extension of exemption for the financial year 2013-14 in view of status quo of lease of factory to Apollo Tyres Ltd.

ix) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investors education & protection fund, employees'' state insurance, income tax, professional tax and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax and Cess were in arrears 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 and information & explanations given to us, there are dues of Income tax and Service Tax, which have not been deposited on account of various disputes in appeal, the details (read with notes to accounts vide Note No. C.1) are as under.

Name of the Nature Amount Forum where Period to Statute of Dues (Rs. Lacs) Dispute which amount 2013-14 is pending relates

Income Disputed (11.58) High Court, Kerala AY 2002-03 Tax Demands (0.43) High Court, Kerala AY 2003-04 100.75 High Court, Kerala AY 2004-05 22.80 High Court, Kerala AY 2005-06 29.78 High Court, Kerala AY 2006-07 108.58 High Court, Kerala AY 2007-08 255.69 High Court, Kerala AY 2008-09 401.41 High Court, Kerala AY 2009-10 257.84 CIT(A), Kochi AY 2010-11 381.28 CIT(A), Kochi AY 2011-12 Sub-total 1,546.12

Service Disputed June 2005 to Tax Demands 2,880.62 CESTAT, Bangalore Jan. 2010

TOTAL 4,426.74

x) The Company does not have accumulated losses at the end of the financial year and has not incurred cash losses during the financial years covered by our audit and immediately preceding financial year.

xi) According to the records of the Company examined by us and the information & explanations given to us, the company has not defaulted in repayment of term loan dues to banks as at the balance sheet date.

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

xiii) As the Company is not a chit fund / nidhi / mutual benefit funds / society to which the provisions of special statute relating to chit fund are applicable, paragraph 4 (xiii) of the Order is not applicable.

xiv) As the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4 (xiv) of the Order is not applicable.

xv) The Company is continuing its charge created on its assets for term loan taken by its wholly owned sub-subsidiary company Artemis Medicare Services Ltd. during the year 2006-2007 and as explained, it is not prejudicial to the interest of the company.

xvi) To the best of our knowledge & belief and according to the information & explanations given to us, term loans availed by the company was applied for the purpose for which these loans were raised.

xvii) As explained to us from the overall review of the year end financials, it is noted that the Company has not used funds raised on short term basis for long term investments.

xviii) As the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act, paragraph 4 (xviii) of the Order is not applicable.

xix) As the Company has not issued any debentures, paragraph 4 (xix) of the Order is not applicable.

xx) During the year, since the Company has not raised money by way of public issue, paragraph 4 (xx) of the Order is not applicable.

xxi) Based upon the audit procedures performed along with information and explanations given by the management, we report that, no fraud on or by the Company has been noticed during the course of our audit for the year under report.

For and on behalf of H. N. Mehta Associates Firm Registration No. 106219W Chartered Accountants

Sd/- Kiran Pancholi Dated: May 02, 2014 Partner Place: Mumbai Membership No. 33218


Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). 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 & 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 & 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 Statement of Profit & Loss, of the profit for the year ended on that date; and

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

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 & Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books;

d. in our opinion, the Balance Sheet, Statement of Profit & 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.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

Annexure referred to in paragraph-I of the Auditors'' Report to the members of PTL Enterprises Ltd. on the accounts for the year ended March 31, 2013

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

(b) Verification of Fixed Assets is being conducted by the management, which in our opinion is reasonable having regard to the size of the Company and the nature of assets. As explained to us, no discrepancies noticed on such verification.

(c) As the Company has disposed off an insignificant part of the fixed assets during the year, paragraph 4 (i) (c) of the Companies (Auditors'' Report) Order, 2003 (hereinafter referred to as the Order) is not applicable.

ii) (a) At the year end, as explained, the inventories have been physically verified by the management, In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of the record of inventories, we are of the opinion that, the Company is maintaining proper records of inventories. As explained to us, no discrepancies noticed on physical verification of inventories as compared to book records.

iii) (a) According to the information and explanations given to us, the Company has taken interest bearing short-term unsecured advances from associate company covered in the register maintained under Section 301 of the Companies Act, 1956 and maximum amount involved during the year of the transactions was to the tune of Rs. 1,485.06 lacs.

(b) The rate of interest and other terms & conditions on which advances taken by the Company, as explained, are not prejudicial to the interest of the Company.

(c) The payment of principal amount and interest, wherever applicable, are also regular.

(d) There is no overdue amount of advances taken from associate company Listed in the Register maintained u/sec. 301 of the Companies Act, 1956.

iv) According to the information & explanations given to us, there are adequate internal control procedures commensurate with the size of the Company & the nature of its business with regard to purchases of fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the underlying internal controls.

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

(b) In our opinion and according to the information & explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the Register maintained U/sec. 301 of the Companies Act, 1956 and exceeding the value of Rs. 5 lacs in respect of any party during the year, as explained, have been made at prices which are either reasonable having regard to prevailing market prices at the relevant time and/or are of special nature.

vi) The Company has not accepted any chargeable deposit from the public during the year.

vii) As explained, the Company has an internal audit review system commensurate with its size and nature of its business.

viii) The Department of Company Affairs vide it''s File No. 47/252/366/CAB-1989 Dated September 20, 2012 had exempted PTL Enterprises Ltd. from the requirement of Cost Audit for the financial year 2011-12. As explained to us, an application is yet to be made requesting for an extension of exemption for the financial year 2012-13 in view of status quo of lease of factory to Apollo Tyres Ltd.

ix) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investors education protection fund, employees'' state insurance, income tax , professional tax and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax and Cess were in arrears 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 and information & explanations given to us, there are dues of Income tax and Service Tax aggregating to Rs. 3,486.48 Lacs, which have not been deposited on account of various disputes in appeal, the details (read with notes to accounts vide Note No. Cl) are as under.

Name of the Nature of Amount (Rs. Lacs) Statute Dues 2012-13

Income Disputed (11.58) Tax Demands (0.43)

100.75

22.80

29.78

108.58

255.69

401.43

257.84

Sub-total 1,164.86

Service Tax Disputed Demands 2,321.62

TOTAL 3,486.48

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

Income Tax High Court, Kerala AY 2002-03

High Court, Kerala AY 2003-04

High Court, Kerala AY 2004-05

High Court, Kerala AY 2005-06

High Court, Kerala AY 2006-07

High Court, Kerala AY 2007-08

CIT(A), Kochi AY 2008-09

CIT(A), Kochi AY 2009-10

CIT(A), Kochi AY 2010-11

Service Tax June 2005 to CESTAT, Bangalore Jan. 2010

x) The Company does not have accumulated losses at the end of the financial year and has not incurred cash losses during the financial years covered by our audit and immediately preceding financial year.

xi) According to the records of the Company examined by us and the information & explanations given to us, the company has not defaulted in repayment of term loan dues to banks as at the balance sheet date.

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

xiii) As the Company is not a chit fund / nidhi/ mutual benefit funds / society to which the provisions of special statute relating to chit fund are applicable, paragraph 4 (xiii) of the Order is not applicable.

xiv) As the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4 (xiv) of the Order is not applicable.

xv) The Company is continuing its charge created on its assets for term loan taken by its wholly owned sub-subsidiary company Artemis Medicare Services Ltd. during the year 2006-2007 and as explained, it is not prejudicial to the interest of the company.

xvi) To the best of our knowledge & belief and according to the information & explanations given to us, term loans availed by the company was applied for the purpose for which these loans were raised.

xvii) As explained to us from the overall review of the year end financials, it is noted that the Company has not used funds raised on short term basis for long term investments.

xviii) As the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act, paragraph 4 (xviii) of the Order is not applicable.

xix) As the Company has not issued any debentures, paragraph 4 (xix) of the Order is not applicable.

xx) During the year, since the Company has not raised money by way of public issue, paragraph 4 (xx) of the Order is not applicable.

xxi) Based upon the audit procedures performed along with information and explanations given by the management, we report that, no fraud on or by the Company has been noticed during the course of our audit for the year under report.

For and on behalf of

H.N. Mehta Associates

Firm Registration No. 106219W

Chartered Accountants

Sd/-

Kiran Pancholi

Dated: May 10, 2013 Partner

Place: Mumbai Membership No. 33218


Mar 31, 2012

We have audited the attached Balance Sheet of PTL Enterprises Ltd., as at March 31, 2012 along with the annexed Statement of Profit & Loss and the annexed Cash Flow Statement of the Company for the year ended on that date. These financial statements are the responsibility of the management of the company. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts & 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 presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

We report as follows:

I. As required by the Companies (Auditors' Report) Order, 2003, issued by the Department of Company Affairs, in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us during the course of the audit, we give in the Annexure a statement on the matters specified in the paragraphs 4 and 5 of the said order.

II. Further to our comments in the Annexure referred to in paragraph I above;

1. 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;

2. 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 the books;

3. The Balance Sheet, Statement of Profit & Loss and Cash flow statement dealt with by this Report are in agreement with the books of account;

4. In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash flow statement of the Company dealt with by this report, read with the notes and significant Accounting Policies, comply with the Accounting Standards referred to in Sub-Section (3C) of Section 211 of the Companies Act , 1956;

5. On the basis of written representations received from the Directors and taken on record by the Board of Directors we report that none of the directors of the company is disqualified, prima facie, as at March 31, 2012 from being appointed as directors of the Company under clause (g) of sub- section (1) of Section 274 of the Companies Act, 1956;

6. In our opinion and to the best of our information and according to the explanations given to us, the accounts, read with the notes and significant accounting policies thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:

a) in the case of the Balance Sheet, of the State of Affairs of the Company as at March 31, 2012,

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

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

Annexure referred to in paragraph-I of the Auditors' Report to the members of PTL Enterprises Ltd. on the accounts for the year ended March 31, 2012

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

(b) Verification of Fixed Assets is being conducted by the management, which in our opinion is reasonable having regard to the size of the Company and the nature of assets. As explained to us, no discrepancies noticed on such verification.

(c) As the Company has disposed off an insignificant part of the fixed assets during the year, paragraph 4 (i) (c) of the Companies (Auditors' Report) Order, 2003 (hereinafter referred to as the Order) is not applicable.

ii) (a) At the year end, as explained, the inventories have been physically verified by the management.

In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of the record of inventories, we are of the opinion that, the Company is maintaining proper records of inventories. As explained to us, no discrepancies noticed on physical verification of inventories as compared to book records.

iii) (a) According to the information and explanations given to us, the Company has taken interest bearing short-term unsecured advances from associate company covered in the register maintained under Section 301 of the Companies Act, 1956 and maximum amount involved during the year of the transactions was to the tune of Rs. 570.64 lacs.

(b) The rate of interest and other terms & conditions on which advances taken by the Company, as explained, are not prejudicial to the interest of the Company.

(c) The payment of principal amount and interest, wherever applicable, are also regular.

(d) There is no overdue amount of advances taken from associate company listed in the Register maintained u/sec. 301 of the Companies Act, 1956.

iv) According to the information & explanations given to us, there are adequate internal control procedures commensurate with the size of the Company & the nature of its business with regard to purchases of fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the underlying internal controls.

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

(b) In our opinion and according to the information & explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the Register maintained U/sec. 301 of the Companies Act, 1956 and exceeding the value of Rs.5 lacs in respect of any party during the year, as explained, have been made at prices which are either reasonable having regard to prevailing market prices at the relevant time and/or are of special nature.

vi) The Company has not accepted any chargeable deposit from the public during the year.

vii) As explained, the Company has an internal audit review system commensurate with its size and nature of its business.

viii) The Department of Company Affairs vide it's File No. 52/366/CAB-1989 Dated April 24, 2012 had exempted PTL Enterprises Ltd. from the requirement of Cost Audit for the financial year 2010-

11. As explained to us an application was made requesting for an extension of exemption for the financial year 2011-12 in view of status quo of lease of factory to Apollo Tyres Ltd. which is pending.

ix) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investors education protection fund, employees' state insurance, income tax , professional tax and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax and Cess were in arrears at the yearend for a period of more than six months from the date they became payable.

(c) According to the records of the Company and information & explanations given to us, there are dues of Income tax and Service Tax aggregating to Rs. 3,239.94 Lacs, which have not been deposited on account of various disputes in appeal, the details (read with notes to accounts vide Note No. C.1) are as under.

Name of the Nature of Amount (Lacs) Forum where Period to which Statute Dues 2011-12 Dispute is pending amount relates

Income Disputed (11.58) High Court, Kerala AY 2002-03

Tax Demands (0.43) ITAT, Kochi AY 2003-04

100.75 ITAT, Kochi AY 2004-05

22.80 ITAT, Kochi AY 2005-06

29.78 ITAT, Kochi AY 2006-07

119.88 ITAT, Kochi AY 2007-08

255.69 ITAT, Kochi AY 2008-09

401.43 CIT(A), Kochi AY 2009-10

Sub-total 918.32

Service Tax Disputed June 2005 to

Demands 2,321.62 CESTAT, Banga lore Jan. 2010

TOTAL 3,239.94

x) The Company does not have accumulated losses at the end of the financial year and has not incurred cash losses during the financial years covered by our audit and immediately preceding financial year.

xi) According to the records of the Company examined by us and the information & explanations given to us, the company has not defaulted in repayment of term loan dues to banks as at the balance sheet date.

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

xiii) As the Company is not a chit fund / nidhi/ mutual benefit funds / society to which the provisions of special statute relating to chit fund are applicable, paragraph 4 (xiii) of the Order is not applicable.

xiv) As the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4 (xiv) of the Order is not applicable.

xv) The Company is continuing its charge created on its assets for term loan taken by its wholly owned sub-subsidiary company Artemis Medicare Services Ltd. during the year 2006-2007 and as explained, it is not prejudicial to the interest of the company.

xvi) To the best of our knowledge & belief and according to the information & explanations given to us, term loans availed by the company was applied for the purpose for which these loans were raised.

xvii) As the Company has, during the year, not raised any funds on short term basis, paragraph 4 (xvii) of the Order is not applicable.

xviii) As the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act, paragraph 4 (xviii) of the Order is not applicable.

xix) As the Company has not issued any debentures, paragraph 4 (xix) of the Order is not applicable.

xx) During the year, since the Company has not raised money by way of public issue, paragraph 4 (xx) of the Order is not applicable.

xxi) Based upon the audit procedures performed along with information and explanations given by the management, we report that, no fraud on or by the Company has been noticed during the course of our audit for the year under report.

For and on behalf of

H. N. Mehta Associates

Firm Registration No. 106219W

Chartered Accountants

Sd/-

Kiran Pancholi

Dated: May 10, 2012 Partner

Place: Mumbai Membership No. 33218


Mar 31, 2011

We have audited the attached Balance Sheet of PTL Enterprises Ltd., as at 31st March 2011 along with the annexed Profit & Loss Account and the annexed Cash Flow Statement of the Company for the year ended on that date. These financial statements are the responsibility of the management of the company. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts & 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 presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

We report as follows:

I. As required by the Companies (Auditors Report) Order, 2003, issued by the Department of Company Affairs, in terms of Section 227 (4A) of the Indian Companys Act, 1956 and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us during the course of the audit, we give in the Annexure a statement on the matters specified in the paragraphs 4 and 5 of the said order.

II. Further to our comments in the Annexure referred to in paragraph I above;

1. 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;

2. 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 the books;

3. The Balance Sheet, Profit and Loss Account and Cash flow statement dealt with by this Report are in agreement with the books of account;

4. In our opinion, the Balance Sheet, Profit and Loss Account and cash flow statement of the Company dealt with by this report, read with the notes and significant Accounting Policies, comply with the Accounting Standards referred to in Sub-Section (3C) of Section 211 of the Companys Act , 1956;

5. On the basis of written representations received from the Directors and taken on record by the Board of Directors we report that none of the directors of the company is disqualified, prima facie, as at 31st March, 2011 from being appointed as directors of the Company under clause (g) of sub- section (1) of Section 274 of the Companies Act, 1956;

6. In our opinion and to the best of our information and according to the explanations given to us, the

accounts, read with the notes and significant accounting policies thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:

a) in the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March, 2011,

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

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

Annexure referred to in paragraph-I of the Auditors Report to the members of PTL Enterprises Ltd. on the accounts for the year ended 31st March, 2011

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

(b) Verification of Fixed Assets is being conducted by the management, which in our opinion is reasonable having regard to the size of the Company and the nature of assets. As explained to us, no discrepancies noticed on such verification.

(c) As the Company has disposed off an insignificant part of the fixed assets during the year, paragraph 4 (i) (c) of the Companies (Auditors Report) Order, 2003 (hereinafter referred to as the Order) is not applicable.

ii) (a) At the year end, as explained, the inventories have been physically verified by the management.

In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of the record of inventories, we are of the opinion that, the Company is maintaining proper records of inventories. As explained to us, no discrepancies noticed on physical verification of inventories as compared to book records.

iii) (a) According to the information and explanations given to us, the Company has taken interest

bearing unsecured advances from associate company covered in the register maintained under Section 301 of the Companies Act, 1956 and maximum amount involved during the year in the transactions was to the tune of Rs. 754.07 lacs.

(b) The rate of interest and other terms and conditions on which loans taken by the Company, as explained, are prima facie not prejudicial to the interest of the Company.

(c) The payment of principal amount and interest, wherever applicable, are also regular.

(d) There is no overdue amount of loans taken from associate company listed in the Register maintained u/sec. 301 of the Companies Act, 1956.

iv) According to the information & explanations given to us, there are adequate internal control procedures

commensurate with the size of the Company & the nature of its business with regard to purchases of fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the underlying internal controls.

v) (a) According to the information & explanations given to us, we are of the opinion that the transactions

that need to be entered into the register maintained in pursuance of section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information & explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the Register maintained U/sec. 301 of the Companies Act, 1956 and exceeding the value of R s.5 lacs in respect of any party during the year, as explained, have been made at prices which are either reasonable having regard to prevailing market prices at the relevant time and/or are of special nature.

vi) The Company has not accepted any chargeable deposit from the public during the year.

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

its business.

viii) The Department of Company Affairs vide its File No. 52/366/CAB-1989 Dated 15th January 2011 had exempted PTL Enterprises Ltd. from the requirement of Cost Audit for the year 2009-10 subject to the condition that cost audit report of Apollo Tyres Ltd. for the financial year 2009-10 should also cover the reporting of this companys unit and as explained to us an application was made requesting for an extension of exemption for the financial year 2010-11 in view of status quo of lease of factory to Apollo Tyres Ltd.

ix) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investors education protection fund, employees state insurance, income tax , professional tax and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax and Cess were in arrears 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 and information & explanations given to us, there are dues of Income tax and sales tax aggregating to Rs. 516.89 Lacs, which have not been deposited on account of various disputes in appeal, the details (read with notes to accounts vide Note No. B.1 of schedule 10) are as under.

Name of the Nature of Amount (Lacs) Forum where Period to which Statute Dues 2010-11 Dispute is current year amount pending relates

Income Disputed (11.58) High Court AY 2002-03

Tax Demands (0.43) ITAT AY 2003-04

100.75 ITAT AY 2004-05

22.80 ITAT AY 2005-06

29.78 ITAT AY 2006-07

119.88 ITAT AY 2007-08

255.69 CIT (A) AY 2008-09

516.89

x) The Company does not have accumulated losses at the end of the financial year and has not incurred cash losses during the financial years covered by our audit and immediately preceding financial year.

xi) According to the records of the Company examined by us and the information & explanations given to us,the company has not defaulted in repayment of term loan dues to banks as at the balance sheet date.

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

xiii) As the Company is not a chit fund / nidhi/ mutual benefit funds / society to which the provisions of special statute relating to chit fund are applicable, paragraph 4 (xiii) of the Order is not applicable.

xiv) As the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4 (xiv) of the Order is not applicable.

xv) The Company is continuing its charge created on its assets for term loan taken by its wholly owned sub-

subsidiary company Artemis Medicare Services Ltd. during the year 2006-2007 and as explained, it is not prejudicial to the interest of the company.

xvi) To the best of our knowledge & belief and according to the information & explanations given to us, term loans availed by the company was applied for the purpose for which these loans were raised.

xvii) As the Company has, during the year, not raised any funds on short term basis, paragraph 4 (xvii) of the Order is not applicable.

xviii) As the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act, paragraph 4 (xviii) of the Order is not applicable.

xix) As the Company has not issued any debentures, paragraph 4 (xix) of the Order is not applicable.

xx) During the year, since the Company has not raised money by way of public issue, paragraph 4 (xx) of the Order is not applicable.

xxi) Based upon the audit procedures performed along with information and explanations given by the management, we report that, no fraud on or by the Company has been noticed during the course of our audit for the year under report.

FOR AND ON BEHALF OF H.N. MEHTA ASSOCIATES Regn. No. 106219W Chartered Accountants

Sd/- Kiran Pancholi Dated: 11th May, 2011 (Membership No. 33218) Place: Mumbai Partner


Mar 31, 2010

We have audited the attached Balance Sheet of PTL Enterprises Ltd., as at 31st March 2010 along with the annexed Profit and Loss Account and the annexed Cash flow statement of the Company for the year ended on that date. These financial statements are the responsibility of the management of the company. Our responsibility is to express an opinion on these financial statements based on our audit.

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

We report as follows:

I. As required by the Companies (Auditors Report) Order, 2003, issued by the Department of Company Affairs, in terms of Section 227 (4A) of the Indian Companys Act, 1956 and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us during the course of the audit, we give in the annexure a statement on the matters specified in the paragraphs 4 and 5 of the said order.

II. Further to our comments in the annexure referred to in paragraph I above;

1. 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;

2. 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 the books;

3. The Balance Sheet, Profit and Loss Account and Cash flow statement dealt with by this Report are in agreement with the books of account;

4. In our opinion, the Balance Sheet, Profit and Loss Account and Cash flow statement of the Company dealt with by this report, read with the notes and significant Accounting Policies, comply with the Accounting Standards referred to in Sub-Section (3C) of Section 211 of the Companys Act, 1956;

5. On the basis of written representations received from the Directors and taken on record by the Board of Directors we report that none of the directors of the company is, prima facie, as at 31st March, 2010 disqualified from being appointed as directors of the Company under clause (g) of sub- section (1) of Section 274 of the Companies Act, 1956;

6. In our opinion and to the best of our information and according to the explanations given to us, the

accounts, read with the notes and significant accounting policies thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:

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

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

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

Annexure referred to in paragraph-l of the Auditors Report to the members of PTL Enterprises Ltd. on the accounts for the year ended 31stMarch, 2010

i) (a) The Company has maintained proper records showing full particulars, including quantitative details

and situation of Fixed Assets.

(b) Verification of Fixed Assets is being conducted by the management, which in our opinion is reasonable having regard to the size of the Company and the nature of assets. As explained to us, no discrepancies noticed on such verification.

(c) As the Company has disposed off an insignificant part of the fixed assets during the year, paragraph 4 (i) (c) of the Companies (Auditors Report) Order, 2003 (hereinafter referred to as the Order) is not applicable.

ii) (a) At the year end, as explained, the inventories have been physically verified by the management.

In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of the record of inventories, we are of the opinion that, the Company is maintaining proper records of inventories. As explained to us, no discrepancies noticed on physical verification of inventories as compared to book records.

iii) (a) According to the information and explanations given to us, the Company has taken unsecured

loans from a Company covered in the register maintained under Section 301 of the Companies Act, 1956 and maximum amount involved in the transactions was to the tune of Rs. 558.88 lacs.

(b) The rate of interest and other terms and conditions on which loans taken by the Company, as explained, are prima facie not prejudicial to the interest of the Company.

(c) The payment of principal amount and interest, wherever applicable, are also regular.

(d) There is no overdue amount of loans taken from Company listed in the register maintained u/s 301 of the Companies Act, 1956.

iv) According to the information and explanations given to us, there are adequate internal control procedures

commensurate with the size of the Company and the nature of its business with regard to purchases of fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the underlying internal controls.

v) (a) According to the information and explanations given to us, we are of the opinion that the transactions

that need to be entered into the register maintained in pursuance of section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions

made in pursuance of contracts or arrangements entered in the register maintained u/s 301 of the Companies Act, 1956 and exceeding the value of Rs.5 lacs in respect of any party during the year, as explained, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) The Company has not accepted any chargeable deposit from the public during the year.

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

its business.

viii) The Department of Company Affairs vide its File No. 52/366/CAB-89 Dated 2nd June 2009 had exempted PTL Enterprises Ltd. from the requirement of Cost Audit for the year 2008-09 subject to the condition that cost audit report of Apollo Tyres Ltd. for the financial year 2008-09 should also cover the reporting of this Companys unit and as explained to us an application has to be made requesting for an extension of exemption for the year 2009-10 in view of status quo of lease of factory to Apollo Tyres Ltd.

ix) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including

provident fund, investors education protection fund, employees state insurance, income tax , professional tax and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax and Cess were in arrears 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 and information and explanations given to us, there are dues of Income tax and sales tax aggregating to Rs. 391.73 Lacs, which have not been deposited on account of various disputes in appeal, the details of which are as under read with notes to accounts vide Note No. B.1 of schedule 10.

Name of the Nature of Amount (Lacs) Forum where Period to which Statute Dues 2009-10 Dispute is current year amount pending relates Sales Disputed 117.12 High Court 1987-88 to 1993-94 Tax Demands 19.31 Sales Tax 1995-96 1.13 Tribunal 1998-99 137.56 -do- Income Disputed (11.58) High Court AY 2002-03 Tax Demands (0.43) -do- AY 2003-04 100.75 ITAT AY 2004-05 22.80 Comm. ofl.Tax AY 2005-06 30.19 -do- AY 2006-07 119.87 -do- AY 2007-08 (7.43) -do- AY 2008-09 254.17

x) The Company does not have accumulated losses at the end of the financial year and has not incurred cash losses during the financial years covered by our audit and immediately preceding financial year.

xi) According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of term loan dues to banks as at the balance sheet date.

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

xiii) As the Company is not a chit fund / nidhi/ mutual benefit funds / society to which the provisions of special statute relating to chit fund are applicable, paragraph 4 (xiii) of the Order is not applicable.

xiv) As the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4 (xiv) of the Order is not applicable.

xv) The Company is continuing its charge created on its assets for term loan taken by its wholly owned sub-

subsidiary company Artemis Medicare Services Private Ltd. during the year 2006-2007 and as explained, it is not prejudicial to the interest of the Company.

xvi) To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the Company was applied for the purpose for which these loans were raised.

xvii) As the Company has, during the year, not raised any funds on short term basis, paragraph 4 (xvii) of the Order is not applicable.

xviii) As the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act, paragraph 4 (xviii) of the Order is not applicable.

xix) As the Company has not issued any debentures, paragraph 4 (xix) of the Order is not applicable.

xx) During the year, since the Company has not raised money by way of public issue, paragraph 4 (xx) of the Order is not applicable.

xxi) Based upon the audit procedures performed along with information and explanations given by the management, we report that, no fraud on or by the Company has been noticed during the course of our audit for the year under report.

FOR AND ON BEHALF OF H.N. MEHTAASSOCIATES Chartered Accountants Sd/- Kiran Pancholi Dated: 28th May, 2010 Partner Place: Mumbai (Membership No. 33218) (FirmRegn. No. 106219W)

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