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Auditor Report of Rico Auto Industries Ltd.

Mar 31, 2015

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

Management's Responsibility for the Standalone Financial Statements

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

Auditors' Responsibility

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

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

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

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

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

Opinion

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

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

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

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

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

Annexure to the Independent Auditor's Report of even date to the members of Rico Auto Industries Limited, on the financial statements for the year ended March 31, 2015 Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. (b) All fixed assets have not been physically verified by the management during the year, however, there is a regular program of verification once in every three years, which. in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

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

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

(c) The Company is maintaining proper records of inventory and material discrepancies noticed on physical verification have been properly dealt with in the books of account.

(iii) The Company has granted unsecured loans (short term and long term) to companies covered in the register maintained under Section 189 of the Act; and with respect to the same:

(a) in relation to short term unsecured loan, the principal amounts are repayable on demand and since the repayment of such loans has not been demanded, in our opinion, receipt of the principal amount is regular; and; in relation to long term unsecured loan, the principal amount is not due for repayment currently; and

(b) there is no overdue amount in respect of loans (short term and long term) granted to such companies.

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

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

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of Company's products/services and are of the opinion that. prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii)(a) Undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of custom, duty of excise, value added tax, cess and other material statutory dues, as applicable, have not been regularly deposited with the appropriate authorities and there have been significant delays in a large number of cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they become payable;

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

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

Income Tax Errors and mismatch of challans in 0.18 Nil Act, 1961 returns filed to Income Tax Department

Haryana VAT Disallowance of certain expenses 0.04 Nil Act, 2003

Haryana VAT Disallowance of input credit on 0.22 Nil Act, 2003 purchase of furnace oil



Central Claim of cenvat on roof 0.47 0.03 Excise Act, ventilator, evaporating 1944 cooling machine and others

Central Demand on excise duty on removal 2.71 Nil Excise Act, of dies under 1944 rule 67/95 of Central Excise without payment of duty (refer note below)

Finance Act, Claim of cenvat on custom house 1.47 0.24 1994 agent and courier export related services

Finance Act, Claim of cenvat on construction & 2.15 Nil 1994 other repair & maintenance service

Finance Act, Denial of credit taken on services of 0.42 Nil 1994 insurance, catering, tent house and cab

Finance Act, Denial of credit taken on services of 1.30 Nil 1994 insurance, catering, tent house and taxi

Finance Act, Denial of credit taken on services of 0.19 Nil 1994 insurance, catering, tent house and cab and transit insurance of goods

Finance Act, Denial of credit taken on services 0.29 Nil 1994 of medic aim insurance, all risk insurance policy, vehicle insurance, catering, tent and maxi cab services

Finance Act, Denial of credit taken on services of 0.01 Nil 1994 insurance, catering, tent house and cab

Finance Act, Denial of credit taken on services of 0.73 Nil 1994 insurance, catering, tent house and cab

Finance Act, Claim of cenvat on outward freight 0.25 Nil 1994

Haryana Applicability of local area 0.01 Nil Local Area development tax on items Development purchased Tax Act, 2000

Haryana Demand for short assessment for 5.60 3.60 Electricity sanction of extended load of Reforms Act, electricity 1997

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

Income Tax Act,1961 Assessment year Assessing Officer, 2013-14 Income Tax Department

Haryana VAT Act,2003 Financial year Joint Commissioner 2007-08

Haryana VAT Act,2003 Financial year Deputy Excise and 2007-08 Taxation Commissioner

Central Excise Act,1944 Financial year Custom Excise & 2005-06 Service Tax Appellate Tribunal

Central Excise Act,1944 Financial year Custom Excise & 2002-03 to 2006-07 Service Tax Appellate Tribunal

Finance Act,1994 Financial year Custom Excise & 2004-05 to 2007-08 Service Tax Appellate Tribunal

Finance Act,1994 Financial year Custom Excise & 2005-06 to 2010-11 Service Tax Appellate Tribunal

Finance Act,1994 Financial year Custom Excise & 2010-11 Service Tax Appellate Tribunal

Finance Act,1994 Financial year Commissioner of 2004-05 to 2007-08 Central Excise (Appeals)

Finance Act,1994 Financial year Commissioner of 2008-09 Central Excise (Appeals)

Finance Act,1994 Financial year Commissioner of 2008-09 to 2009-10 Central Excise (Appeals)

Finance Act,1994 Financial year Commissioner of 2010-11 to 2011-12 Central Excise (Appeals)

Finance Act,1994 Financial year Commissioner of 2011-12 to 2012-13 Central Excise (Appeals)

Finance Act,1994 Financial year Commissioner of 2005-06 to 2006-07 Central Excise (Appeals)

Haryana Local Area Financial year Joint Commissioner Development Tax 2001-02 to 2003-04 (Appeal) Act,2000

Haryana Electricity Financial year Hon'ble High Court, Reforms Act,1997 2005-06 to 2011-12 Punjab and Haryana

Note: Company has furnished a bond and bank guarantee of Rs. 0.42 crore and Rs. 0.004 crore respectively

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

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

(ix) There are no dues payable to debenture-holders. The Company has defaulted in repayment of dues to the following banks and financial institutions:

Name of Bank Amount Due date Delay in days until (Rs. in crores) March 31, 2015

Axis Bank - Term Loan III 1.79 June 30, 2014 1

1.79 September 30, 2014 4

Axis Bank - Term Loan II 2.14 May 27, 2014 9

State Bank of Patiala - I 2.50 June 21, 2014 79

State Bank of Patiala - II 3.09 April 7, 2014 25

1.08 April 7, 2014 28

State Bank of Hyderabad - I 1.07 April 30, 2014 1

1.79 April 30, 2014 5

2.86 July 31, 2014 22

State Bank of Hyderabad - II 2.14 June 15, 2014 1

1.40 September 15, 2014 14

0.74 September 15, 2014 16

Exim Bank Term Loan 1.60 May 22, 2014 14

0.12 May 22, 2014 35

1.72 August 22, 2014 20

Exim Bank - USD 0.61 May 22, 2014 32

0.61 August 22, 2014 28

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

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

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

For Walker Chandiok & Co LLP

Chartered Accountants

Firm Regn. No.001076N/N500013



per Ashish Gupta

Place : Gurgaon Partner

Dated : 28th May, 2015 Membership No.504662


Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements, that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

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

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

Opinion

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

the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Emphasis of Matter

7. We draw attention to note 38 to the financial statements regarding investments in subsidiaries aggregating to Rs.50.53 crores and trade receivables and advances due from them aggregating to Rs.54.07 crores as at March 31, 2014. The management, based on the factors discussed in the said note, believes that the decline in the value of investments is temporary in nature and balance of trade receivables and advances are recoverable, and hence no provision in respect of aforesaid amounts has been made in the accompanying statement. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

8. 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.

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

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

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

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

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

e. on the basis of written representations received from the directors, as on 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 Act.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT OF EVEN DATE TO THE MEMBERS OF RICO AUTO INDUSTRIES LIMITED, ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2014.

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

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

(b) All fixed assets have not been physically verified by the management during the year; however, there is a regular program of verification once in every three years, which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

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

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

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

(c) The Company is maintaining proper records of inventory and material discrepancies noticed on physical verification have been properly dealt with in the books of account.

(iii) (a) The Company has granted unsecured loans to one party covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs.34.89 crores and the year-end balance is Rs.34.89 crores.

(b) In respect of one interest free long term loan granted, the principal amount is repayable after stipulated period, upon demand and in case of interest free short term loan the principal amount is repayable on demand, in our opinion, terms and conditions of such loan are not, prima facie, prejudicial to the interest of the Company.

(c) In respect of interest free long term loan, the principal amount is not due for repayment currently and in respect of interest free short term loan given the principal amount is repayable on demand and since the repayment of such loans has not been demanded, in our opinion, receipt of the principal amount is regular.

(d) There is no overdue amount in respect of loans granted to such company.

(e) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clauses 4(iii)(f) and 4(iii)(g) of the Order are not applicable.

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

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

(b) Owing to the unique and specialized nature of the items involved and in the absence of any comparable prices, we are unable to comment as to whether the transactions made in pursuance of such contracts or arrangements have been made at the prevailing market prices at the relevant time.

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

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

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

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales-tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues, as applicable, have not been regularly deposited with the appropriate authorities and there have been delays in number of cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they become payable

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

Name of the Nature of dues Amount Amount paid Statute (Rs. in crores) under protest (Rs. in crores)

Central Excise Claim of cenvat on roof 0.44 0.03 Act, 1944 ventilator, evaporating cooling machine and others

Central Excise Demand of excise duty on 2.57 Nil Act, 1944 removal of dies under Rule 67/95 of Central Excise without payment of Duty (Refer Note 1 below)

Finance Claim of cenvat on 2.04 Nil Act, 1994 construction & other repair & maintenance service

Finance Denial of input credit for 0.96 Nil Act, 1994 direct/indirect services

Finance Claim of cenvat on outward 0.24 Nil Act, 1994 freight

Finance Claim of cenvat on CHA 1.40 0.24 Act, 1994 and courier export related services

Finance Denial of cenvat credit 0.05 Nil Act, 1994 related to services

Finance Denial of cenvat credit 0.06 Nil Act, 1994 on certain material and services

Haryana Applicability of local area 0.01 Nil Local Area development tax on items Development purchased. Tax Act, 2000

Income Tax Errors and mismatch of 0.15 Nil Act,1961 challans in returns filed to Income Tax Department

Haryana VAT Disallowance of input tax 0.43 0.43 Act, 2003 on purchase of furnace oil

Haryana VAT Disallowance of 0.04 Nil Act, 2003 certain expenses

Haryana Demand for short 5.60 3.60 Electricity assessment for sanction Reforms of extended load Act, 1997 of electricity

Finance Denial of cenvat credit of 0.11 Nil Act, 1994 service tax on audit fees

Finance Denial of credit taken on 1.23 Nil Act, 1994 services of insurance, catering, tent house and cab

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

Central Excise Act, 1944 Financial year Custom Excise 2005-06 & Service Tax Appellate Tribunal

Central Excise Act, 1944 Financial year Custom Excise 2002-03 to & Service Tax 2006-07 Appellate Tribunal

Finance Act, 1994 Financial year Custom Excise 2005-06 to & Service Tax 2010-11 Appellate Tribunal

Finance Act, 1994 Financial year Custom Excise 2004-05 to & Service Taxe 2010-11 Appellate Tribunal

Finance Act, 1994 Financial year Commissioner of 2005-06 to Central Excise 2006-07 (Appeals)

Finance Act, 1994 Financial year Custom Excise & 2004-05 to Service Tax 2007-08 Appellate Tribunal

Finance Act, 1994 Financial year Commissioner of 2008-09 to Central Excise 2010-11 (Appeals)

Finance Act, 1994 Financial year Custom Excise & 2007-08 Service Tax Appellate Tribunal

Haryana Local Area Development Tax Act, 2000 Financial year Joint Commissioner 2001-02 to (Appeal) 2003-04

Income Tax Act,1961 Assessment year Assessing Officer, 2013-14 Income Tax Department

Haryana VAT Act, 2003 Financial year Commissioner 2006-07 (Appeal)

Haryana VAT Act, 2003 Financial year Deputy Excise 2007-08 and Taxation Commissioner

Haryana Electricity Reforms Act, 1997 Financial year Hon''ble High Court, 2005-06 to Punjab and Haryana 2011-12

Finance Act, 1994 Financial year Commissioner of 2013-14 Central Excise (Appeal)

Finance Act, 1994 Financial year Commissioner of 2008-09 Central Excise (Appeal)

Name of the Nature of dues Amount Amount paid Statute (Rs. in crores) under protest (Rs. in crores)

Finance Denial of credit taken on 0.18 Nil Act, 1994 services of insurance, catering, tent house and cab and transit insurance of goods

Finance Denial of credit taken on 0.27 Nil Act, 1994 services of mediclaim insurance, all risk insurance, policy, vehicle insurace, catering, tent and maxi cab services

Finance Denial of credit taken on 0.40 Nil Act, 1994 services of insurance, catering, tent house and cab

Finance Denial of credit taken on 0.01 Nil Act, 1994 services of insurance, catering, tent house and cab

Finance Denial of credit taken on 0.68 Nil Act, 1994 services of insurance, catering, tent house and cab

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

Finance Act, 1994 Financial year Commissioner of 2008-09 Central Excise (Appeal)

Finance Act, 1994 Financial year Commissioner of 2009-10 Central Excise (Appeal)

Finance Act, 1994 Financial year Customer Excise 2010-11 & Service Tax Appellate Tribunal

Finance Act, 1994 Financial year Commissioner of 2011-12 Central Excise (Appeal)

Finance Act, 1994 Financial year Commissioner of 2012-13 Central Excise (Appeal)

Note 1: Company has furnished a bond and bank guarantee of Rs.0.42 crore and Rs.0.004 crore respectively.

(x) In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

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

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

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

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

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

(xvii) In our opinion, the Company has used funds raised on short-term basis for long-term investment. During the year the Company has raised funds from short term borrowings amounting to Rs.48.08 crores which would fall due for repayment within one year from the date of the receipt and such funds have been used for making long term investments, for acquiring fixed assets and repayment of long term loans.

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

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

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

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



For Walker Chandiok & Co LLP

(Formerly Walker, Chandiok & Co)

Chartered Accountants

Firm Regn. No. 001076N

per Ashish Gupta

Place : Gurgaon Partner

Dated : 28th May, 2014 Membership No.504662


Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

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

Auditors'' Responsibility

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

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

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

Opinion

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

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

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

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

Report on other Legal and Regulatory Requirements

7. 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.

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

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

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

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

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

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

Other Matter

The audit of the financial statements for the previous year ended March 31, 2012, included in the financial statements was carried out and reported by Gupta Vigg & Co. vide their unqualified audit report dated May 30, 2012, whose audit report has been furnished to us and which have been relied upon by us for the purpose of our audit of the financial statements. Our audit report is not qualified in respect of this matter.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT OF EVEN DATE TO THE MEMBERS OF RICO AUTO INDUSTRIES LIMITED, ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2013

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

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

(b) All fixed assets have not been physically verified by the management during the year; however, there is a regular program of verification once in every three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

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

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

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

(c) The Company is maintaining proper records of inventory and material discrepancies noticed on physical verification have been properly dealt with in the books of account.

iii) (a) The Company has granted unsecured loans to five parties covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs.78.43 crores and the year-end balance is Rs.49.49 crores.

(b) In respect of the loans granted, the principal and interest amounts are repayable after stipulated period, upon demand, in our opinion, terms and conditions of such loans are not, prima facie, prejudicial to the interest of the Company.

(c) In respect of loans granted, the principal and interest amounts are repayable after stipulated period, upon demand, in our opinion, receipt of the principal and interest amount is regular.

(d) There is no overdue amount in respect of loans granted to such companies.

(e) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clauses 4(iii) (f) and 4(iii) (g) of the Order are not applicable.

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

v) (a) In our opinion, the particulars of all contracts or arrangements that need to be entered into the register maintained under Section 301 of the Act have been so entered. (b) Owing to the unique and specialized nature of the items involved and in the absence of any comparable prices, we are unable to comment as to whether the transactions made in pursuance of such contracts or arrangements have been made at the prevailing market prices at the relevant time.

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

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

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

ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales-tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities, though there has been a slight delay in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable. (b) The dues outstanding in respect of income-tax, sales- tax, wealth tax, service tax, custom duty, excise duty, cess on account of any dispute, are as follows:

Name of the Nature of dues Amount Amount paid Statute (Rs. in crores) under protest (Rs. in crores)

Central Excise Claim of cenvat on roof 0.42 0.03 Act, 1944 ventilator and evaporating cooling machine.

Central Excise Disallowance of 1.91 Nil Act, 1944 cenvat credit

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

Central Excise Financial year Custom Excise 2005-06 & Service Tax Appellate Tribunal

Central Excise Financial year Custom Excise 1998-99 to & Service Tax 2002-03 Appellate Tribunal

Name of the Nature of dues Amount Amount paid Statute (Rs. in crores) under protest (Rs. in crores)

Central Excise Demand on excise duty on 2.36 Nil Act, 1944 removal of dies under Rule 67/95 without payment of Duty (Refer Note 1 below)

Central Excise Denial of cenvat on account 0.15 Nil Act, 1944 of wrong description of material and tariff number on invoice

Finance Claim of cenvat on 1.92 Nil Act, 1994 construction & other repair & maintenance service

Finance Denial of input credit for 0.88 Nil Act, 1994 direct/indirect services

Finance Claim of cenvat on outward 0.22 Nil Act, 1994 freight

Finance Claim of cenvat on CHA & 1.33 0.24 Act, 1994 courier and export related services

Finance Denial of cenvat credit on 0.06 Nil Act, 1994 certain material and services

Haryana Applicability of local area 0.01 Nil Local Area development tax on items Development purchased. Tax Act, 2000

Income Tax Errors and mismatch of 0.12 Nil Act,1961 challans in returns filed to Income Tax Department

Income Tax Disallowance of certain 0.04 Nil Act, 1961 expenses

Haryana VAT Disallowance of input tax on 0.45 Nil Act, 2003 purchase of furnace oil

Haryana VAT Input Credit for purchase of 0.04 Nil Act, 2003 furnace oil

Haryana Demand for Short 5.60 3.19 Electricity Assessment for sanction Reforms of extended load Act, 1997 of electricity

Finance Service tax demand for not 0.24 Nil Act, 1994 levying service tax on job work charges of die modification.

Finance Denial of cenvat credit 0.04 Nil Act, 1994 related to service tax

Central Excise Differential duty charged for 1.89 NIL Act, 1944 supplying identical parts at different rates

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

Central Excise Financial year Custom Excise 2002-03 to & Service Tax 2006-07 Appellate Tribunal

Central Excise Financial year Custom Excise 1998-99 to & Service Tax 2003-04 Appellate Tribunal

Central Excise Financial year Custom Excise 2005-06 to & Service Tax 2010-11 Appellate Tribunal

Central Excise Financial year Commissioner of 2004-05 to Central Excise 2010-11 (Appeals)

Central Excise Financial year Commissioner of 2005-06 and Central Excise 2006-07

Central Excise Financial year Custom Excise & 2004-05 to Service Tax 2007-08 Appellate Tribunal

Central Excise Financial year 2007-08 Central Excise (Appeals)

Central Excise Financial year Joint Commissioner 2001-02 to (Appeal) 2003-04

Central Excise Assessment year Assessing Officer, 2008-09 to Income Tax 2010-11 and Department 2012-13

Central Excise Assessment year Income Tax Appellate 2005-06 Tribunal

Central Excise Financial year Commissioner 2005-06 (Appeal)

Central Excise Financial year Haryana Sales Tax 2007-08 Tribunal

Central Excise Financial year Hon''ble High Court, 2005-06 to Punjab and Haryana 2011-12

Central Excise Financial year Additional 2005-06 to Commissioner of 2009-10 Central Excise

Central Excise Financial year Commissioner of 2008-09 to Central Excise 2010-11 (Appeal)

Central Excise Financial year Additional 2002-03 to Commissioner of 2012-13 Central Excise

Note: Company has furnished a bond and bank guarantee of Rs.0.42 crore and Rs.0.004 crore respectively.

(x) In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

(xi) In our opinion, the Company has not defaulted in repayment of dues to any bank. There are no dues to debenture-holders. The Company has delayed in repayment of an instalment of Rs.0.92 crore to one financial institution for 37 days by March 31, 2013. The delay was made good subsequent to the year end on April 12, 2013.

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

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

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

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

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

(xvii) In our opinion, the Company has used funds raised on short-term basis for long-term investment. During the year, the Company has raised funds from short term borrowings amounting to Rs.33.25 crores, which would fall due for repayment within one year from the date of their receipt and such funds have been invested for acquiring long term investments and fixed assets.

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

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

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

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

For Walker, Chandiok & Co

Chartered Accountants

Firm Regn. No. 001076N

per Ashish Gupta

Place : Gurgaon Partner

Dated : 30th May, 2013 Membership No.504662


Mar 31, 2012

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

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

3. As required by the Companies (Auditors' Report) Order, 2003 [as amended by the Companies (Auditors' Report) Amendment Order, 2004], issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

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

i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

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

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

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

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

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the Significant Accounting policies and notes appearing thereon as contained in Note No.1 to 47 give the information as required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

ANNEXURE REFERRED TO IN PARAGRAPH '3' OF THE AUDITORS' REPORT ON THE ACCOUNTS OF RICO AUTO INDUSTRIES LIMITED FOR THE YEAR ENDED 31st MARCH, 2012

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

(b) Fixed Assets have not been physically verified by the management during the year but there is a regular programme of verification except for furniture and fixtures and office equipments which, in our opinion, is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such verification.

(c) No substantial part of fixed asset has been disposed off during the year.

ii) (a) The Inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii) (a) The Company has granted loans secured or unsecured to the following Companies, Firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(Rs. in Crores)

Maximum amount outstanding at any point Sl. Name of Relationship Year end during the No. Party with Party Balance year

a) Rico Jinfei 92.5% Joint 38.33 39.15 Wheels Venture & Limited Subsidiary Company

b) Rasa Autocom 100% Subsidiary 12.12 23.98 Limited Company

c) Uttarakhand 100% Subsidiary 20.62 20.62 Automotives Company Limited

d) RAA Autocom 100% Subsidiary 1.60 5.43 Limited Company

e) AAN Engineering 100% Subsidiary 0.14 0.14 Industries Limited Company

(b) In our opinion the rate of interest wherever applicable and other terms and conditions on which the loans have been granted to Companies, Firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(c) In respect of loans given by the Company, which are repayable on demand, the question of overdue amount does not arise hence Clause 4 (iii) (d) is not applicable.

(d) The Company has not taken any loans, secured or unsecured from Companies, Firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. Hence Clause 4 (iii)(f) and Clause 4 (iii)(g) is not applicable.

iv) In our opinion and according to the information and explanation 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 inventory, fixed assets and for sale of goods and services. During the course of audit, we have not observed any continuing failure to correct major weakness in internal controls.

v) (a) Based on our audit procedure and according to information and explanation given to us by the management, we are of the opinion that the transactions that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) Based on our audit procedure and according to information and explanation given to us by the management, we are of the opinion that the transaction made in pursuance of contracts and arrangements entered in the register maintained under section 301 in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) According to the information and explanation given to us, the Company has not accepted any deposits from the public under section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

vii) In our opinion and according to the information and explanations given to us, the Company has an adequate internal audit system commensurate with the size and nature of its business.

viii) We have broadly reviewed the books of accounts relating to materials, labour and other items of cost maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. However, we have not carried out detailed examination of the same.

ix) (a) According to the records, undisputed statutory dues including Provident Fund, Investor Education & Protection Fund, Employees State Insurance, Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Education Cess and Service Tax have been deposited with the appropriate authorities, though there has been delay in some cases in deducting and depositing of Provident Fund and Service Tax. According to the information and explanation given to us, there are no undisputed amounts payable in respect of Provident Fund, Investor Education & Protection Fund, Employees State Insurance, Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Education Cess and Service Tax which were outstanding, as at 31st March, 2012 for a period of more than six months, from the date they became payable.

(b) According to the information and explanations given to us, no dues of Provident Fund, Investor Education & Protection Fund, Employees State Insurance, Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Education Cess and Service Tax which have not been deposited on account of any dispute except the following:

(Rs. in Crores) Forum where Sl. Name of Nature of Amount dispute is No. Statute dues (Rs.) pending

a) Local Area LADT 0.01 Joint Development Commissioner Tax (Appeal), Faridabad

b) Income Tax TDS 4.54 Assessing Act officer, Income Tax, Gurgaon

c) Income Tax Income Tax 0.19 C.I.T. (Appeal) Act Ludhiana

d) H.G.S.T. Act & Sales Tax 0.43 Joint Excise Central Sales & Taxation Tax Act Commissioner (Appeal), Faridabad

e) Central Excise Duty 4.71 Customs, Excise & Excise & Service Service Tax Tax Act Appellate Tribunal, New Delhi

f) Central Service 4.50 Customs, Excise & Tax Service Service Service Tax Tax Act Deptt. (Appeal to be filed in Appellate Tribunal, New Delhi)

g) DHBVN Demand 5.60 Ombudsman for Short at Panchkula Assessment

x) The Company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institution and banks.

xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, during the year under audit.

xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/society. Therefore, the provisions of Clause 4(xiii) of this order are not applicable to the Company.

xiv) According to the information and explanations provided to us, we are of the opinion that the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of Clause 4(xiv) of this order are not applicable to the Company.

xv) The Company has given Guarantees to the bankers of two of its Subsidiaries (a) Rasa Autocom Limited (wholly owned) for Rs.43.00 Crores (Previous year Rs.Nil) (b) Rico Jinfei Wheels Limited (92.5% owned) for Rs.10.00 Crores during the year (Previous year Rs.Nil). According to the information and explanations given to us, the terms and conditions of those banks are not prejudicial to the interests of the Company.

xvi) According to information and explanations given to us, the term loans were applied for the purpose for which loans were obtained.

xvii) According to the information and explanation given to us and on an overall examination of the Balance Sheet of the Company, we report that Rs.1.06 Crores raised on short term basis have been used for long-term purposes.

xviii)The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained u/s 301of the Companies Act, 1956.

xix) During the period covered by our audit report, the Company has not issued any debentures.

xx) The Company has not raised any money by way of public issue.

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

For GUPTA VIGG & CO.

Chartered Accountants Firm Regn.No.001393N

CA. KAWAL JAIN

Place : Gurgaon PARTNER

Dated : 30th May, 2012 Membership No.089214

 
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