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Auditor Report of Ricoh India Ltd.

Mar 31, 2015

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

Management's Responsibility for the 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 maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

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

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

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 judgement, 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.

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, of the state of affairs of the Company as at 31stMarch, 2015, and its profit and its 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, 2015 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

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

d) In our opinion, the 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.

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 28 to the financial statements.

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

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE AUDITOR'S REPORT

(This is the annexure referred to in Para 1 of 'Report on Other Legal and Regulatory Requirements' of our Report of even date)

1. In respect of the Fixed Assets:

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

b. The fixed assets of the Company have been physically verified by the management at reasonable intervals and no material discrepancies have been noticed on such verification.

2. In respect of Inventories:

a. Inventories, except goods-in-transit have been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable.

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

c. The Company is maintaining proper records of inventories. There were no material discrepancies noticed on physical verification of inventories as compared to the book records.

3. In our opinion and according to the information and explanations given to us,the Company has not granted any loans, secured or unsecured to Companies, firms or other parties covered in the register maintained under Section 189 of the Act.

4. In our opinion and according to the information and explanations given to us, there exists 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 and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system of the Company.

5. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits as defined under the provisions of Section 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder.

6. As explained to us, maintenance of the cost records has not been prescribed by the Central Government under Section 148(1) of the Act. Accordingly; the provisions of clause 3(vi) of the Order are not applicable to the Company.

7. In respect of the statutory and other dues:

a. According to the information and explanations given to us, the Company has generally been 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 material statutory dues as applicable with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were in arrears, as at 31st March, 2015 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us disputed demands for Income Tax, Sales Tax, Wealth Tax, Duty of Customs, Duty of Excise, Value Added Tax or Cess which have not deposited as on 31st March, 2015 with relevant Authorities are as under:

Particulars Financial Year to which the matter Sales Tax pertains Demand (Net of Depostis)

Sales 2004-05, 2008-09, 2009-10, 2010-11, 169.16 Tax/Trade Tax 2011-12, 2012-13

2013-14 62.89

2002-03 355.72

2007-08, 2012-13 90.18

1998-99, 1999-2000, 2000-01, 2001-02, 586.20 2005-06, 2006-07, 2008-09, 2009-10, 2010-11, 2011-12

2002-03, 2003-04 14.99

2001-02, 2002-03, 2003-04, 2005-06, 5148.09 2008-09, 2010-11

1981-82, 1986-87, 1987-88, 111.17 2007-08, 2009-10

2011-12, 2012-13 10.00

1993-94, 1997-98, 1998-99, 1999-00, 85.18 1984-85, 1994-95, 1995-96, 1996-97 2001-02, 2002-03, 2003-04, 2004-05 2006-07, 2005-06, 2007-08, 2009-10 2010-11, 2011-12, 2014-15

Particulars Forum where dispute is pending

Sales Commercial Tax Tribunal Tax/Trade Tax High Courts

Assistant Commissioner : Sales Tax

Deputy Commissioner : Trade Tax

Deputy Commissioner : Sales Tax

Assistant Commissioner Appellate

Joint Commissioner Appeal

Additional Commissioner: Trade Tax

Assessing Authority

Sales Tax Appellate Tribunal

Note: Total amount deposited in respect of above mentioned demands is Rs 832.63/- Lacs (PY Rs 802.42 Lacs) which have been shown in "Other Loans and Advances" under "Long Term Loans and Advances" and given Bank Guarantees of Rs 120.57 Lacs (PY 45.99 Lacs) which are included in Bank Guarantees under Contingent Liabilities (Note 28).

c. According to the information and explanations given to us, there were no amount required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 and rules made thereunder.

8. In our opinion and according to the information and explanations given to us, the Company does not has any accumulated losses and has not incurred cash losses either during the current financial year or in the immediately preceding financial year.

9. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to Financial Institutions, Banks or Debentureholders.

10. In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from Banks or Financial Institutions. Accordingly, the provisions of clause 3(x) of the Order are not applicable to the Company.

11. In our opinion and according to the information and explanations given to us, no term loans were availed by the Company. Accordingly, the provisions of clause 3(xi) of the Order are not applicable to the Company.

12. According to the information and explanations given to us and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed or reported by the Company during the year.

For Sahni Natarajan and Bahl Chartered Accountants Firm Registration No. : 002816N

Sudhir Chhabra Partner Membership No. 083762 Place: New Delhi Date: 26th May 2015


Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"), read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Opinion

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

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

c) in the case of the Cash Flow Statement, of the cash flows of the Company 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 And Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the Balance Sheet, Statement of Profit And Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

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

ANNEXURE TO THE AUDITOR''S REPORT

(This is the annexure referred to in Para 1 of our Report of even date)

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that:

1. In respect of the Fixed Assets:

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

(b) The Fixed Assets of the Company have been physically verified by the management at reasonable intervals and no material discrepancies have been noticed on such verification.

(c) In our opinion, the Company has not disposed off a substantial part of Fixed Assets during the year, which may have any impact on the going concern nature of the Company.

2. In respect of Inventory:

(a) The inventory except goods-in-transit has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of 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 has maintained proper records of inventory. There were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. The Company has not granted or taken any loans, secured or unsecured to/from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there exists 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 and Services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system of the Company.

5. According to the information and explanations given to us, we are of the opinion that there are no contracts or arrangements the particulars of which need to be entered into the register maintained under section 301 of the Companies Act, 1956.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public.

7. In our opinion and according to the information and explanations given to us, the internal audit system of the Company is commensurate with the size and nature of its business.

8. As explained to us, maintenance of the cost records has not been prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956 for any of the Company''s product.

9. In respect of the statutory and other dues:

(a) According to the information and explanations given to us, the Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Cess and any other material statutory dues as applicable with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were in arrears, as at 31st March, 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the following dues of Income-tax/Sales tax/Trade tax have not been deposited as on March 31, 2014 by the Company on account of disputes.

Particulars Financial Year to which the Amount Forum where matter pertains (Rs. in dispute is Lacs.) pending

Sales 2002-03,2013-14 91.37 High Courts Tax/Trade Tax 1984-85,1993-94,1994-95 Sales Tax 1995-96,1996-97, 1997-98, 1998-99,1999-00,2001-02, Appellate 2002-03,2004-05,2005-06, Tribunal 2006-07, 2007-08,2008-09, 2009-10 ,2010-11,2012-13 809.12

1981-82,1986-87,1987-88,1994-95, Assistant 1995-96,1996-97,1997-98,1998-99, Commissioner 1999-00,2000-01,2001-02,2002-03, Sales Tax: 2003-04,2004-05,2005-06,2006-07, Appeals 2007-08,2009-10 432.39

1993-94,1998-99,1999-2000, Deputy 2000-01,2001-02,2003-04,2005-06, Commissioner 2006-07,2007-08,2008-09,2009-10, of Sales Tax 2010-11,2012-13 1123.72 Appeals

1981-82,1986-87,1987-88,2001-2002, Additional 2004-2005,2007-08,2009-10 147.29 Commissioner Appeals

1997-98,1998-99,1999-00,2001-02, Joint 2002-03,2003-04,2004-05,2005-06, Commissioner 2006-07,2007-08,2008-09 1299.68 Appeals

2011-12 2.16 Assessing Authority

2008-09, 2009-10 931.95 Assessing Authority

Income Tax 2002-03,2003-04 28.37 Income Tax Act, 1961 Appellate Tribunal

Note: The Company has deposited Rs. 802.42 against Sales Tax as mentioned above which have been shown in "Other Loans and Advances" under "Long Term Loans and Advances ".

10. In our opinion the Company does not have accumulated losses at the end of the financial year and has not incurred cash losses either during the current financial year or in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to financial institutions/banks. The Company has not obtained any borrowings by way of debentures during the year.

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

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, 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 to the Company.

15. In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions. Accordingly, the provisions of clause 4(xv) of the Order are not applicable to the Company.

16. In our opinion and according to the information and explanations given to us, no term loans were availed by the Company during the year. Accordingly, the provisions of clause 4(xvi) of the Order are not applicable to the Company.

17. In our opinion and according to the information and explanations given to us and on an overall examination of the Financial Statements of the Company, funds raised on short-term basis have not been used for long term investment.

18. In our opinion and according to the information and explanations given to us, the Company has not made any preferential allotment of shares to the parties and companies covered in the Register maintained under section 301 of the Act.

19. In our opinion and according to the information and explanations given to us, the Company has not issued any debentures during the year. Accordingly, the provisions of clause 4(xix) of the Order are not applicable to the Company.

20. In our opinion and according to the information and explanations given to us, the Company has not raised any money by way of public issue during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable to the Company.

21. According to the information and explanations given to us, and to the best of our knowledge and belief, no fraud on or by the Company has been noticed or reported by the Company during the year.

For SAHNI NATARAJAN AND BAHL (Chartered Accountants) Firm Registration No. 002816N

SUDHIR CHHABRA (Partner) Membership No. 083762

Place: New Delhi Date : 27th May, 2014


Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

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

Opinion

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

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

b) in the case of the Statement of Profit And Loss, of the 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 And Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

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

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

ANNEXURE TO THE AUDITOR''S REPORT

(This is the annexure referred to in Para 1 of ''Report on Other Legal and Regulatory Requirements'' of our Report of even date)

1. In respect of the fixed assets:

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

(b) The Fixed Assets of the Company have been physically verified by the management at reasonable intervals and no material discrepancies have been noticed on such verification.

(c) In our opinion, the Company has not disposed off a substantial part of Fixed Assets during the year, which may have any impact on the going concern nature of the Company.

2. In respect of Inventory:

(a) The inventory except goods-in-transit has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of 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 has maintained proper records of inventory. There were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. The Company has not granted or taken any loans, secured or unsecured to/from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there exists 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 and Services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system of the Company.

5. According to the information and explanations given to us, we are of the opinion that there are no contracts or arrangements the particulars of which need to be entered into the register maintained under section 301 of the Companies Act, 1956.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public.

7. In our opinion and according to the information and explanations given to us, the internal audit system of the Company is commensurate with the size and nature of its business.

8. As explained to us, maintenance of the cost records has not been prescribed by the Central Government under section 209(1 )(d) of the Companies Act, 1956 for any of the Company''s product.

9. In respect of the statutory and other dues:

(a) According to the information and explanations given to us, the Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Cess and any other material statutory dues as applicable with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were in arrears, as at 31 st March, 2013 for a period of more than six months from the date they became payable.

Note: The Company has deposited Rs. 864.27 against Sales Tax cases and Rs. 7.77 against Income Tax cases as mentioned above which have been shown in Long Term Loans and Advances under "Other Loans and Advances" and in Short Term Loans and Advances under "Advance Income Tax (Net of Provisions)" respectively.

10. In our opinion the Company does not have accumulated losses at the end of the financial year and has not incurred cash losses either during the current financial year or in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to financial institutions/banks. The Company has not obtained any borrowings by way of debentures during the year.

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

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, 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 to the Company.

15. In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions. Accordingly, the provisions of clause 4(xv) of the Order are not applicable to the Company.

16. In our opinion and according to the information and explanations given to us, no term loans were availed by the Company during the year. Accordingly, the provisions of clause 4(xvi) of the Order are not applicable to the Company.

17. In our opinion and according to the information and explanations given to us and on an overall examination of the Financial Statements of the Company, funds raised on short-term basis have not been used for long term investment.

18. s In our opinion and according to the information and explanations given to us , the Company has not made any preferential allotment of shares to the parties and companies covered in the Register maintained under section 301 of the Act.

19. In our opinion and according to the information and explanations given to us, the Company has not issued any debentures during the year. Accordingly, the provisions of clause 4(xix) of the Order are not applicable to the Company.

20. In our opinion and according to the information and explanations given to us, the Company has not raised any money by way of public issue during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable to the Company.

21. According to the information and explanations given to us, and to the best of our knowledge and belief, no fraud on or by the Company has been noticed or reported by the Company during the year.

For SAHNI NATARAJAN AND BAHL

(Chartered Accountants)

Firm Registration No. 002816N

SUDHIR CHHABRA

(Partner)

Membership No. 083762

Place: New Delhi

Date: 29th May, 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of Ricoh India Limited, as at 31st March 2012 and also the Statement of Profit and Loss for the year ended on that date and Cash Flow Statement for the year ended on that date both 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 misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. We have placed reliance on closing balances arising out of the current year's audit of erstwhile Info Print Solutions India Private Limited which was carried out by another firm of Chartered Accountants.

4. As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable.

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

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

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

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

iv. In our opinion, the Balance Sheet, the Statement of Profit and Loss and the 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 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 clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

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

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

1. In respect of the fixed assets:

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

(b) We are informed that the fixed assets of the Company have been physically verified by the management at reasonable intervals and no material discrepancies have been noticed on such verification.

(c) In our opinion, the Company has not disposed off substantial part of fixed assets during the year, which may have any impact on the going concern nature of the Company.

2. In respect of inventories:

(a) As explained to us, inventories except goods-in-transit have been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable.

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

(c) The Company has maintained proper records of inventories except for erstwhile Info Print Solutions India Private Limited which got merged with the Company w.e.f 1st November 2011 . As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. The Company has not granted or taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services except for internal controls with regard to timing of accounting for purchase of inventory, which needs to be further strengthened in respect of erstwhile Info Print Solutions India Private Limited which got merged with the Company w.e.f 1st November 2011 . During the course of our audit, we have not observed any major weaknesses in internal control system.

5. To the best of our knowledge and belief and according to the information and explanations given to us, there are no contracts or arrangements the particulars of which need to be entered into the register maintained under section 301 of the Companies Act, 1956.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public.

7. In our opinion and according to the information and explanations given to us, the internal audit system of the Company is commensurate with its size and nature of its business except for erstwhile Info Print Solutions India Private Limited which got merged with the Company w.e.f 1st November 2011 which does not have an internal audit system.

8. As explained to us, maintenance of the cost records has not been prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956 for any of the Company's product.

9. In respect of the statutory and other dues:

(a) According to the information and explanations given to us, the Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other material statutory dues as applicable with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were in arrears, as at 31st March, 2012 for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us, the following dues of Income-tax/Sales tax/Trade tax have not been deposited by the Company on account of disputes.

Particulars Financial Year to which the matter Amount(Rs.) Forum where dispute is pending pertains

Sales Tax/ 1994-95,1995-96,1997- 55,355,546 Sales Tax Appellate Tribunal

Trade Tax 98,1998-99,1999-00,2002- 03,2004-05,1984-85,2009- 10,2008-09,2010-11

1981-82,1986-87,1987- 1,36,77,813 Additional Commis sioner Appeals 88,2007-08,2001-02, 2004-05

2007-08,2008-09,2000- 25,343,354 Deputy Commis sioner Sales Tax

01,2001-02,1998-99,2007- 08,2005-06,2006-07

2000-01,2001-02,2002- 43,919,067 Assistant Commis sioner Sales Tax 03,2003-04,2004-05, 1995- 96,2005-06,2006-07

2001-02, 2002-03, 2003-04 119,884,718 Joint Commis sioner Appeals 2004-05 205,114 Commissioner of Sales Tax

2002-03,2003-04 16,007,380 Hight Courts

Income Tax A. Y. 2005-06, 2007-08 1,239,016 ITAT Act, 1961

Note: The Company has deposited Rs. 77,848,228 /- against Sales Tax cases and Rs. 1,239,016/- against Income Tax cases as mentioned above which have been shown in the Loans and Advances under "Other Loans and Advances" and "Taxes Paid - Income Tax (Net of Provision)" respectively.

10. The Company does not have accumulated losses as at the end of the financial year and has not incurred cash losses either during current financial year or in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to financial institutions/banks. The Company has not obtained any borrowings by way of debentures during the year.

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

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, 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 to the Company.

15. In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions. Accordingly, the provisions of clause 4(xv) of the Order are not applicable to the Company.

16. In our opinion and according to the information and explanations given to us, no term loans were availed by the Company during the year.

17. According to the information and explanations given to us and on an overall examination of the Financial Statements of the Company, funds raised on short-term basis have, prima-facie, not been used during the year for long term investments except for erstwhile Info Print Solutions India Private Limited which got merged with the Company w.e.f 1st November 2011where short term funds amounting to Rs. 180.54 lacs have been used for long term investment in fixed assets and operations of the erstwhile Company

18. In our opinion and according to the information and explanations given to us , the Company has not made any preferential allotment of shares to the parties and companies covered in the Register maintained under section 301 of the Act.

19. In our opinion and according to the information and explanations given to us, the Company has not issued any debentures during the year. Accordingly, the provisions of clause 4(xix) of the Order are not applicable to the Company.

20. In our opinion and according to the information and explanations given to us, the Company has not raised any money by way of public issue during the year.

21. According to the information and explanations given to us, and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed or reported by the Company during the year.

For SAHNI NATARAJAN AND BAHL

(Chartered Accountants)

Firm Registration No. 002816N



SURESH MALIK

(Partner)

Membership No. 082224



Place: New Delhi

Date: 24th July, 2012

 
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