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Auditor Report of Shriram EPC Ltd.

Mar 31, 2016

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Shriram EPC Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards prescribed under section 133 of the Act, as applicable.

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 standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under and the Order under section 143 (11) of the Act.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a trueand fair view in order to design audit procedures that are appropriate in the circumstances. 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 qualified audit opinion on the standalone financial statements.

Basis for Qualified Opinion:

We draw attention to the Note No. 48 of the financial statements regarding the dues aggregating to Rs. 12,208.22 Lakhs in respect of an overseas project. As mentioned in the Note, the Court of Cassation in Iraq has finally decided the matter against the Company. The Company continues to pursue the matter with the Iraqi Government for compensation, andhas also filed appropriate claims with Export Credit and Guarantee Corporation (ECGC).However in the absence of any positive development still date either from Iraqi Government or from ECGC, there is uncertainty on the amount that would be ultimately realizable by the Company. In view of the uncertainty involved, we are unable to comment on the carrying value of the said receivable.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for qualified opinion paragraph above, 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, 2016, and its loss and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to Note 49 to the financial statements regarding the dues of Rs. 8,300.19 Lakhs in respect of a project which is not progressing due to statutory delays faced by the customer. The dues are considered fully realizable by the management at this stage in view of the steps taken by the Company for their realization.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. 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) Except for the possible effects of the matter described in the Basis of Qualified 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 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) Except for the possible effects of the matter described in the Basis of Qualified Opinion, the aforesaid standalone financial statements comply with the Accounting Standards prescribed under section 133 of the Act, as applicable.

e) The matter described in the Basis of Qualified Opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

f) On the basis of the written representations received from the Directors as on March 31, 2016taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

g) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph above.

h) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses a qualified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

i) 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.

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.

2. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.

(Referred to in paragraph 1(f) under ''Report on Other Legal and Regulatory Requirements'' of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 ("the Act")

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

Management''s Responsibility for Internal Financial Controls

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

Auditor''s Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(1 0) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

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

Meaning of Internal Financial Controls Over Financial Reporting

A Company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and Directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Qualified Opinion

According to the information and explanations given to us and based on our audit, material weakness has been identified in the operating effectiveness of the Company''s internal financial controls over financial reporting as at 31st March, 2016 relating to internal financial controls over financial reporting in respect of recoverability of dues relating to an overseas project, which could potentially result in the Company not recognizing a provision for overdue receivables.

A ''material weakness'' is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company''s annual or interim financial statements will not be prevented or detected on a timely basis.

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, maintained adequate internal financial controls over financial reporting as of 31st March 2016, based on the internal controls over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India, and except for the possible effects of the material weakness described above on the achievement of the objectives of the control criteria, the Company''s internal financial controls over financial reporting were operating effectively as of 31st March 2016

We have considered the material weakness identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the financial statements of the Company for the year ended 31st March2016, and this material weakness affects our opinion on the said standalone financial statements of the Company.

(Referred to in paragraph 2 under ''Report on Other Legal and

Regulatory Requirements'' section of our report of even date)

(i)

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

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deeds / transfer deeds / conveyance deeds provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date,.

(d) Immovable properties of land and buildings whose title deeds have been pledged with a bank as security for term loans, are held in the name of the Company based on the Mortgage deed executed between the bank and the Company for which confirmations have been obtained from the bank.

(ii) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verification.

(iii) According to the information and explanations given to us, the Company has granted loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013, in respect of which :

a) The schedule of repayment of principal and payment of interest has not been stipulated and in the absence of such schedule, we are unable to comment on the regularity of the repayments or receipts of principal amounts and interest.

b) There is no overdue amount remaining outstanding as at the year-end.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

(v) According to the information and explanations given to us, the Company has not accepted any deposit during the year.

(vi) The maintenance of cost records has been specified by the Central Government under section 148(1) of the Companies Act, 2013. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and other material statutory dues applicable to it to the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and other material statutory dues in arrears as at March 31, 2016 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax, Service Tax and Value added Tax which have not been deposited as on March 31, 2016on account of disputes are given below:

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to financial institutions, banks and Government. The Company has not issued any debentures.

Name of the Statute

Nature of Dues

Forum where Dispute is pending

Period to which the amount relates (Financial Year)

Amount involved (Rs. In lakhs)

Amount Unpaid (Rs. In lakhs)

Income Tax Act, 1961

Income Tax, interest and penalty

Commissioner of Income Tax (Appeals)

2005-06 to 2013-14

817.69

795.52

Income Tax Act, 1961

Income Tax, interest and penalty

Income Tax Appellate Tribunal

2005-06, 2007-08 & 2008-09

60.22

60.22

Service Tax (Chapter V of the Finance Act 1994)

Service Tax and penalty

Customs Excise and Service Tax Appellate Tribunal

2006-07 to 2008-09

314.28

314.28

Service Tax (Chapter V of the Finance Act 1994)

Service Tax and penalty

Commissioner of Service tax (Appeals)

2008-09 to 2011-2012

114.54

114.54

Andhra Pradesh Value Added Tax Act

Value Added Tax

Supreme Court

2008-2009 and

2009-2010

223.33

223.33

Tamil Nadu Value added Tax Act

Value Added Tax

High Court

2008-09 to 2012-13

1,123.31

1,123.31

West Bengal Value Added Tax Act

Value Added Tax

West Bengal Commercial Taxes Appellate & Provisional Board

2007-08

558.45

558.45

West Bengal Value Added Tax Act

Value Added Tax

Joint Commissioner (Appeals)

2008-09 to 2011- 2012

871.20

871.20

Jharkhand Value Added Tax Act

Value Added Tax

Commercial Tax Officer

2007-08 to 2008-09

661.82

661.82

Andhra Pradesh Value Added Tax Act

Value Added Tax

Deputy Commissioner (Appeals)

2008-08 to 2011-12

40.17

40.17

Orissa

Value added Tax

Value added Tax

High Court

2011-12 and 2012-13

6,700.75

6,700.75

(ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the Order is not applicable.

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us, the Company has made preferential allotment of Equity Shares during the year under review.

In respect of the above issue, we further report that:

a) the requirement of Section 42 of the Companies Act,

2013, as applicable, have been complied with; and

b) the amounts raised have been applied by the Company during the year for the purposes for which the funds were raised, other than temporary deployment pending application.

(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its Directors or persons connected with him and hence provisions of section 192 of the Companies Act, 2013 are not applicable.

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

For DELOITTE HASKINS & SELLS Chartered Accountants (Firm''s Registration No.: 008072S)

M K Ananthanarayanan Partner

Chennai, 23rd May 2016 (Membership No.: 19521)


Mar 31, 2015

1. We have audited the accompanying standalone financial statements of SHRIRAM EPC LIMITED ("the Company"), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss and 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. 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.

Auditors' Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

Opinion

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

Emphasis of Matters

a) We refer to Note 48 in the financial statements regarding Unbilled revenue, Trade Receivables, Short term loans and advances aggregating to Rs.9538.08 Lakhs in respect of a project which has been suspended by the customer due to financial difficulties. In view of the steps contemplated by the Company as more fully described in the note, the management is hopeful of recovery of all its dues.

b) We draw attention to the Note 49 in the financial statements regarding the dues of Rs.12,257.73 Lakhs in respect of an overseas project which was cancelled by the customer during the previous year. For the reasons mentioned in the note, the said dues as considered fully realizable by the management.

c) Attention is invited to Note 50 in the Financial Statements regarding the dues of Rs.8,300.19 Lakhs in respect of one project which has been suspended. These dues are considered fully realizable by the management at this stage in view of the steps taken by the Company to recommence the project and realize its dues.

Our report is not qualified in respect of these matters.

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 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.

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 it appears from our examination of those books.

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

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

(e) The matters described in Emphasis of Matters paragraph above and clause VIII in the annexure to this report and Note 1B of financial statements, in our opinion, may have an adverse effect on the functioning of the Company.

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

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

a. The Company has disclosed the impact of pending litigations on its financial position in its financial statements.(Also Refer Note 39 of Financial Statements)

b. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts.

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

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

(i) In respect of its fixed assets:

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

(b) Some of the Fixed assets were physically verified during the year by the Management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us no material discrepancies were noticed on such verification.

(ii) In respect of its inventories:

(a) As explained to us, the inventories (other than contract work in progress) were physically verified by the Management at the year end.

(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 were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iii) According to the information and explanations given to us, the Company has granted loans, unsecured, to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013, in respect of such loans:

(a) In the absence of stipulations, the regularity of the receipts of principal amounts and interest has not been commented upon.

(b) There were no overdue amounts exceeding Rs.1 Lakh remaining outstanding as at the year-end.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services and during the course of our audit we have not observed any continuing failure to correct major weaknesses in such internal control system.

(v) According to the information and explanations given to us, the Company has not accepted any deposit during the year.

(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended and prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) According to the information and explanations given to us in respect of statutory dues:

(a) The Company has been generally regular in depositing undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income-tax, Sales Tax, Wealth Tax, Customs Duty, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities. In respect of Service Tax, the Company has not been generally regular in depositing the dues with the appropriate authorities though the delays in deposit have not been serious.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Value Added Tax, Cess and other material statutory dues in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax, Service Tax and Value Added Tax which have not been deposited as on 31 March, 2015 on account of disputes are given below:

Name of the Statute Nature of Dues Forum where Dispute is pending

Income Tax, interest and Commissioner of Income Tax Income Tax Act, 1961 penalty ( Appeals )

Income Tax, interest and Income Tax penalty Act, 1961 Income Tax Appellate Tribunal

Service Tax (Chapter V of the Customs Excise and Service Tax Service Tax and penalty Finance Act 1994) Appellate Tribunal

Service Tax (Chapter V of the Commissioner of Service tax Service Tax and penalty Finance Act 1994) (Appeals)

Andhra Pradesh Value Added Value Added Tax Supreme Court Tax Act

Tamil Nadu Value added Tax Value Added Tax High Court Act

West Bengal Value Added West Bengal Commercial Taxes Value Added Tax Tax Act Appellate & Revisional Board

Ld. Joint Commissioner West Bengal Value Added tax Value Added Tax (Appeals) of West Bengal act Commercial Taxes

West Bengal Value Added Tax Value Added Joint Commissioner (Appeals) Tax Act

Jharkhand Value Added Tax Value Added Tax Commercial Tax Officer Act

Andhra Pradesh Value Added Value Added Tax Deputy Commissioner (Appeals) Tax Act

Orissa Value added Tax Act Value added Tax High Court



Name of the Statute Period to which Amount the amount relates involved (Financial year) (Rs. in lakhs)

2005-06 to Income Tax Act, 1961 1,406.02 2011-2012

Income Tax Act,1961 2005-06, 2007-08 & 60.22 2008-09

Service Tax (Chapter 2006-07 to 2008-09 314.28 V of the Finance Act, 1994)

Service Tax (Chapter 2008-09 to V of the Finance 114.54 Act,1994 2011-2012

Andhra Pradesh value 2008-2009 & Added Tax Act 223.33 2009-2010

Tamil Nadu Value 2008-09 to Added Tax Act 1,123.31 2012-13

West Bengal Value 2007-08 558.45 Added Tax Act

West Bengal Value 2009-10, 2010-11 & Added Tax ACt 551.95 2011-12

West Bengal Value 2008-09 319.25 Tax Act

Jharkhand Value 2008-09 to 2010-11 661.82 Added Tax ACt

Andhra Pradesh Value 2008-09 to 2011-12 40.17 Added Tax Act

Orissa Value Added 2011-12 & 2012-13 6,700.75 Tax Act

(d) There are no amounts that are due to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and Rules made there under.

(viii) The accumulated losses of the Company at the end of the financial year are not less than fifty percent of its net worth and the Company has incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.(Also Refer Note 1B of Financial Statements)

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks. The Company has not borrowed from financial institutions and has not issued any debentures during the year.(Also Refer Note 5(ii) of Financial Statements)

(x) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken

by others a bank are not, prima facie, prejudicial to the interest of the Company.

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

(xii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Holding Company, Associate and its subsidiary Companies, no material fraud on the by the Holding Company, Associate and its subsidiary Companies has been noticed or reported during the year.

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Firm's Registration No.: 008072S)



M K Ananthanarayanan

Partner

Chennai, 28 May 2015 (Membership No.: 19521)


Mar 31, 2014

We have audited the accompanying financial statements of SHRIRAM EPC LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss for the Nine months ended 31st March, 2014 and the Cash Flow Statement for the period then ended and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditors'' 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 the 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 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 the internal controls 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 the accounting policies used and the reasonableness of the accounting estimates made by the 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 31st March, 2014;

(b) in the case of the Statement of Profit and Loss, of the Loss of the Company for the Nine months ended 31st March, 2014 and

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

Emphasis of Matter

1. Attention is invited to Note 50 and Note 51 to the financial statements regarding the dues in respect of projects undertaken for two customers. As explained in the said notes, these projects are stalled and Company has not been able to make further progress. However, In the circumstance and for the reasons explained in these notes, the said dues are considered fully realisable by the Management.

2. Attention is drawn to Note No. 52 of the Financial Statements regarding Investments and Loans made to certain companies the aggregate of which as on 31st March 2014 exceed the limits approved by the Shareh0lders for each of such entities though the aggregate outstanding as on that date is within overall limit approved by the Shareholders.

Our opinion is not qualified in respect of above matters.

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 in terms of Section 227(4A) 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 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 it appears from our examination of those books.

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

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards notified under the Act which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs.

(e) On the basis of the written representations received from the directors as on 31st March, 2014 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2014 from being appointed as a director in terms of Section 274(1)(g) of the Act.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

1. Having regard to the nature of the Company''s business/activities/result, clauses (vi), (xii), (xiii), (xiv), (xix) and (xx) of paragraph 4 of the order are not applicable.

2. In respect of fixed assets:

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

(b) The fixed assets were physically verified during the period by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the period, in our opinion, do not constitute a substantial part of the fixed assets of the company and such disposals has, in our opinion not affected the going concern status of the Company.

3. In respect of its inventories:

(a) As explained to us, the inventories (other than contract work in progress) were physically verified by the Management at the period end.

(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 were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

4. In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the Register under section 301 of the Companies Act, 1956, according to the information and explanations given to us:

(a) The Company has granted unsecured loans aggregating to Rs. 47,446.71 Lakhs to a party covered in the register maintained under Section 301 of the Companies Act, 1956 during the period. At the period-end, the outstanding balance of such loan was Rs. 36,338.16 Lakhs from the party and the maximum amount involved during the period was Rs. 36,916.95 Lakhs from the party.

(b) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interests of the Company.

(c) The receipts of principal amounts and interest have been regular/as per stipulations.

(d) There are no overdue amounts as at the Balance Sheet date.

The Company has not 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.

5. In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchases of inventory, fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weaknesses in such internal control system.

6. To the best of our knowledge and belief and according to the information and explanations given to us, there are no contracts or arrangements that needed to be entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956.

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

8. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost

Accounting Records) Rules, 201 1 prescribed by the Central Government under Section 209(1 )(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. According to the information and explanations given to us in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues including Provident Fund, Employee State Insurance, Income Tax, Customs Duty, Value added tax, Works Contract Tax, Sales Tax, Wealth tax, Service Tax, Cess and other statutory dues applicable to it with the appropriate authorities during the period.

Further statutory dues in respect of Excise Duty are not applicable to the Company.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employee State Insurance, Income Tax, Customs Duty, Value added tax, Works Contract Tax, Sales Tax, Wealth tax, Service Tax, Cess were in arrears, as at 31st March, 2014 for a period of more than six months from the date they became payable.

(c) Details of dues of Income Tax, Customs Duty, Value added tax, Works Contract Tax, Sales Tax, Wealth tax, Service Tax, Cess which have not been deposited as on 31st March, 2014 on account of disputes are given below:

Name of Statute Nature of Dues Forum where Dispute is pending

Income Tax Act, Income Tax, interest Commissioner 1961 and penalty of income tax ( Appeals )

Service Tax (Chapter Customs Excise and V of the Finance Act Service Tax and Service lax Appellate 1994) penalty Tribunal

Service Tax (Chapter V of the Finance Act Service Tax and Commissioner of 1994) penalty Service tax(Appeals)

Andhra Pradesh Value Added Tax Value Added Tax Act Supreme Court

Tamilnadu Value Value Added lax High Court added Tax Act

West Bengal Value Value Added Tax Joint Commissioner Added Tax Act (Appeals)

West Bengal Value Value Added Tax West Bengal Commercial Added Tax Act Taxes Appellate & Revisional Board

West Bengal Value Value Added Tax Ld. Joint Commissioner Added Tax Act (Appeals) of West Bengal Commercial Taxes

Jharkhand Value Value Added Tax Commercial Tax Officer Added Tax Act

Andhra Pradesh Value Added lax Appellate Authority Value Added Tax Act

Name of Statute Period to which the Amount amount relates involved (Rs. in lakhs)

Income Tax Act, 2005-06 to 1961 2010-2011 1,298.65

Service Tax (Chapter 2006-07 to V of the Finance Act 2008-09 207.67 1994)

Service Tax (Chapter 2008-09 V of the Finance Act to 114.54 1994) 2011-2012

Andhra Pradesh 2007-2008 to Value Added Tax 2009-2010 223.33

Tamilnadu Value 2008-09 to added Tax Act 2012-13 1,123.31

West Bengal Value 2008-09 & Added Tax Act 2010-11 500.39

West Bengal Value 2007-08 558.45 Added Tax Act

West Bengal Value 2008-09 to 408.39 Added Tax Act 2010-11

Jharkhand Value 2007-08 to 721.00 Added Tax Act 2008-09

Andhra Pradesh 2008-09 to 40.17 Value Added Tax Act 2011-12

10. The accumulated losses of the Company at the end of the financial period are not less than fifty percent of its net worth and the Company has incurred cash losses during the financial period covered by our audit and in the immediately preceding financial period.

11. In our opinion and according to the information and explanations given to us, the Company has not been regular in repayment of dues to banks and there have been defaults in repayment of principal and interest amounting to Rs. 17,600.46 Lakhs during the period and defaults in repayment of principal and interest amounting to Rs. 13,166.91 Lakhs outstanding as at 31st March, 2014. (Refer Note No. 5.3 and Note No. 8.3 of financial statements). The company has not borrowed from financial institutions and has not issued any debentures during the period.

12. In our opinion and according to the information and explanations given to us, the Company has given a guarantee, for loans taken by one party, from a bank during the period, the terms of which are prima facie not prejudicial to the interest of the company.

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

14. In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have, prima facie, not been used during the period for long-term investment.

15. During the period, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

16. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the period.

FOR DELOITTE HASKINS & SELLS Chartered Accountants Registration No: 008072S

M. K. Ananthanarayanan Place : Chennai Partner Date : 27th May, 2014 Membership No.19521


Jun 30, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of SHRIRAM EPC LIMITED ("the Company"), which comprise the Balance Sheet as at 30 June 2013, the Statement of Profit and Loss for the fifteen months ended 30 June 2013 and the Cash Flow Statement for the period then ended and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditors'' 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 the 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 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 the internal controls 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 the accounting policies used and the reasonableness of the accounting estimates made by the 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 30 June 2013;

(b) in the case of the Statement of Profit and Loss, of the Loss of the Company for the fifteen months ended 30 June 2013 and

(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the period 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 in terms of Section 227(4A) 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 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 it appears from our examination of those books.

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

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

(e) On the basis of the written representations received from the directors as on 30 June 2013 taken on record by the Board of Directors, none of the directors is disqualified as on 30 June 2013 from being appointed as a director in terms of Section 274(1)(g) of the Act.

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

1. Having regard to the nature of the Company''s business/activities/result, clauses (viii), (x), (xii), (xiii), (xiv), (xviii), (xix) and (xx) of CARO are not applicable.

2. In respect of fixed assets:

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

(b) The fixed assets were physically verified during the period by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the period, in our opinion, do not constitute a substantial part of the fixed assets of the company and such disposals has, in our opinion not affected the going concern status of the Company.

3. In respect of its inventories:

(a) As explained to us, the inventories (other than contract work in progress) were physically verified by the Management at the period end.

(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 were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

4. In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the Register under section 301 of the Companies Act, 1956, according to the information and explanations given to us:

(a) The Company has granted unsecured loans aggregating to Rs.29,941.97 Lakhs to three parties covered in the register maintained under Section 301 of the Companies Act, 1956 during the previous year. At the period-end, the outstanding balances of such loans aggregated to Rs.380.75 Lakhs from two parties and the maximum amount involved during the period was Rs.27,375.09 Lakhs from three parties.

(b) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interests of the Company.

(c) The receipts of principal amounts and interest have been as per stipulations.

(d) There are no overdue amounts as at the Balance Sheet date.

In respect of loans, secured or unsecured, taken by the Company from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

(a) The Company has taken loans aggregating Rs.116,194 Lakhs from a party during the period. At the period-end, the outstanding balances of such loans taken aggregated Rs.5,008.60 lakhs and the maximum amount involved during the period was Rs.60,739.59 Lakhs.

(b) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interest of the Company.

(c) The payments of principal amounts and interest in respect of such loans are as per stipulations.

5. In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchases of inventory, fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weaknesses in such internal control system.

6. In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

a) The particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

b) Where each of such transactions is in excess of Rs.5 lakhs in respect of any party, having regard to our comments in paragraph 5 above, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

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

8. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. Statutory and other dues

According to the information and explanations given to us in respect of statutory dues:

(a) The Company has been regular in depositing undisputed statutory dues including Income Tax, Customs Duty, Value added tax, Works Contract Tax, Wealth tax and other statutory dues applicable to it with the appropriate authorities during the period except for some delays in remittances of Provident Fund, Employees State Insurance dues, Tax deducted at source, Service tax and Cess during the period.

Further statutory dues in respect of Excise Duty are not applicable to the Company.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employee''s State Insurance, Work Contract Tax, Income Tax, Value Added Tax, Customs Duty, Wealth tax, Service tax and Cess were in arrears, as at 30 June 2013 for a period of more than six months from the date they became payable.

10. In our opinion and according to the information and explanations given to us, the Company has not been regular in repayment of dues to banks and there have been defaults in repayment of principal amounting to Rs.820.10 Lakhs during the period and defaults in repayment of interest amounting to Rs.640.02 Lakhs outstanding as at 30 June 2013, which has subsequently been paid. (Refer Note No. 5.2 and Note No. 8.2 of financial statements). The company has not borrowed from financial institutions and has not issued any debentures during the period.

11. In our opinion and according to the information and explanations given to us, the Company has given guarantee, for loans taken by others, from banks during the period the terms of which are prima facie not prejudicial to the interest of the company.

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

13. In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have, prima facie, not been used during the period for long-term investment.

14. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the period.

FOR DELOITE HASKINS & SELLS

Chartered Accountants

Registration No: 008072S

Geetha Suryanarayanan

Place : Chennai Partner

Date : August 29, 2013 Membership No.29519


Mar 31, 2012

1. We have audited the attached Balance Sheet of Shriram EPC Limited, as at March 31, 2012, the Statement of Profit and Loss and Cash Flow Statement of the Company 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 ouraudit.

2. We conducted our audit in accordance with the 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 forouropinion.

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

4. The Company has investments in Sree Jayajothi Cements Limited (SJCL) in the nature of equity shares of Rs. 1,500.00 lakhs. In addition the SJCL has certain receivables due to the Company comprising of Trade receivables amounting to Rs.30,472.62 lakhs. These amounts aggregating to Rs.31,972.62 lakhs (net of Cheques in transit of Rs.30,164.00 Lakhs as referred to in Note No.52.2 in the financial statements)have been secured by assets of the SJCL (Refer Note No.52.2 of the Financial statements). The Company has since invested directly and through a Company in the group and has also drawn up a proposal for recovering its dues over a period of time. Accordingly, the company is hopeful of recovering all the amounts due to them. Pending the outcome of its proposals as mentioned above, the shortfall, if any, in the realization of the aforesaid trade receivables, adjustment if any, that may be required to the carrying value of the aforesaid equity shares is not presently ascertainable

5. Further to our comments in the Annexure referred to in Paragraph 3 above, we report that:

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary forthe purposes of ouraudit.

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

(iii) 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;

(iv) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with bythis report are in compliance with the accounting standards referred to in sub-section (3C) of Section 21 1 of the Companies Act, 1 956;

(v) Subject to the effect on the financial statements in respect of matters referred to in paragraphs 4 above, which we are unable to determine, in our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the significant accounting policies and notes thereon give the information required by the Companies Act, 1 956 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 Balance Sheet, of the state of affairs of the Company as at 31 st March, 201 2;

b) In the case of the Statement of Profit and Loss, of the profit of the Company forthe year ended on that date.

c) In the case of the Cash Flow Statement, of the cash flows forthe yearended on that date.

6. On the basis of written representations received from the directors as on March 31, 201 2 taken on record bythe Board of Directors, none of the directors is disqualified as on March 31, 201 2 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1 956.

Annexure referred to in Paragraph 3 of the report of even date

i) Having regard to the nature of the Company's business/activities/result, clauses (viii), (x), (xi), (xii), (xiii), (xiv), (xviii), (xix) and (xx) of CARO are not applicable.

ii) In respect of fixed assets:

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

(b)The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the company and such disposals has, in our opinion not affected the going concern status of the company.

iii) In respect of its inventories:

a) As explained to us, inventories (other than contract work in progress) were physically verified by the management at reasonable intervals.

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 were reasonable and adequate in relation to the size ofthe Company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of its inventories. The discrepancies noticed on physical verification between physical stock and book records were not material.

iv) In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the Register under section 301 of the Companies Act, 1956, according to the information and explanations given to us:

(a) The Company has granted unsecured loans, to three parties covered in the register maintained under Section 301 ofthe Companies Act, 1 956 during the previous year. At the year-end, the outstanding balances of such loans aggregated to Rs.3,484.81 Lakhs and the maximum amount involved during the year was Rs.4,020.24 Lakhs.

(b) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interests ofthe Company.

(c) There are no overdue amounts as at the Balance Sheet date.

(d) According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 ofthe Companies Act, 1 956.

v) In our opinion and according to the information and explanations given to us , having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchases of inventory and the sale of goods and services. Howeverthe internal controls with regard to the purchases of fixed asset needs to be strengthened. During the course of our audit, we have not observed any major weaknesses in internal controls.

vi) In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1 956, to the best of our knowledge and belief and according to the information and explanations given to us:

a) The particulars of contracts or arrangements referred to Section 301 that needed to be entered in the Register maintained underthe said Section have been so entered.

b) Where each of such transactions is in excess of Rs.5 lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time except in respect of certain services for which comparable quotations are not available and in respect of which we are unable to comment.

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

viii) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 201 1 prescribed bythe Central Government under Section 209(1 )(d) of the Companies Act, 1956 and are of the opinion that prima fade the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whetherthey are accurate or complete.

ix) Statutory and other dues

According to the information and explanations given to us in respect of statutory dues:

a) The Company has been generally regular in depositing undisputed statutory dues with slight delays including Provident Fund, Work Contract Tax, Income Tax, Value Added Tax, Customs Duty, Wealth tax, Service tax, Cess and other statutory dues applicable to it with the appropriate authorities during the year except in respect of Tax deducted at source and Employees State Insurance dues, where the company has not generally been regular in depositing the dues with the appropriate authorities though the delays in deposit have not been serious.

b) There were no undisputed amounts payable in respect of Provident Fund, Employee's State Insurance, Work Contract Tax, Income Tax, Value Added Tax, Customs Duty, Wealth tax, Sen/ice tax and Cess were in arrears with appropriate authorities, as at 31st March, 2012 for a period of more than six months from the date they became payable.

c) Details of dues of Income tax, Value added tax, Wealth Tax, Service Tax, Customs duty, Excise duty and Cess which have not been deposited as on 31st March, 2012 on account of disputes are given below:



Forum where Dispute is Period to which the Amount involved Statute Nature of Dues pending amaunt relates (Rs in lakhs)

Income Tax Income Tax Appellate Tribunal 1999-2000 48.08 Act demand

Income Tax Income Tax Appellate Tribunal 2001-2002 49.15 Act demand

Income Tax Income Tax Appellate Tribunal 2002-2003 155.33 Act demand

Income Tax Income Tax Commissioner of Income Tax 2003-2004 26.24 Act demand (Appeals)

Income Tax IncomeTax Commissioner of Income Tax act demand (Appeals) 2004-2005 298.48

Income Tax IncomeTax Commissioner of Income Tax 2005-2006 219.68 Act demand (Appeals)

Income Tax IncomeTax Commissioner of Income Tax 2006-2007 192.24 Act demand (Appeals)

Income Tax IncomeTax Commissioner of Income Tax 2007-2008 63.56 Act demand (Appeals)



x) In our opinion and according to the information and explanations given to us, the Company has given guarantee, for loans taken by a subsidiary company, associate company and joint venture company, from a bank during the year the terms of which are prima facie not prejudicial to the interest ofthe company.

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

xii) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that funds raised on short- term basis have not been used during the year for long- term investment.

xiii) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Registration No.008072S)

Geetha Suryanarayanan

Place : Chennai Partner

Date : 30th May, 2012 (Membership No. 29519)


Mar 31, 2011

1. We have audited the attached Balance Sheet of Shriram EPC Limited, as at March 31, 2011, the Profit and Loss Account and Cash Flow Statement of the Company 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 the 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. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in Paragraph 3 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, Profit and 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 and Loss Account and Cash Flow Statement dealt with by this report are in compliance with the accounting standards referred to in sub-section (3C) of Section 21 1 of the Companies Act, 1956;

(v) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the significant accounting policies and notes thereon give the information required by the Companies Act, 1 956 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 Balance Sheet, of the state of affairs of the Company as at March 31, 2011 ;

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

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

5. On the basis of written representations received from the directors as on 31st March 2011 taken on record by the Board of Directors, none of the Directors is disqualified as on March 31st, 2011 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 AUDITORS' REPORT (Referred to in paragraph 3 of our report of even date)

1. Having regard to the nature of the Company's business/activities/result, clauses (viii), (x), (xi), (xii), (xiii), (xiv), (xviii), (xix) and (xx) of CARO are not applicable.

2. In respect of fixed assets:

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

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the company and such disposals has, in our opinion not affected the going concern status of the company.

3. In respect of its inventories:

(a) As explained to us, inventories (other than contract work in progress) were physically verified by the management at reasonable intervals.

(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 were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of its inventories. The discrepancies noticed on physical verification between physical stock and book records were not material.

4. In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the Register under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

(a) The Company has granted unsecured interest free loan, to the party covered in the register maintained underSection 301 of the Companies Act,1956 during the previous year. At the year-end, the outstanding balances of such loans aggregated to Rs. 14,500,000, and the maximum amount involved during the year was Rs.14,500,000.

(b) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interests of the Company.

(c) There are no overdue amounts as at the Balance Sheet date.

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

5. In our opinion and according to the information and explanations given to us , having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchases of inventory and the sale of goods and services, however the internal controls with regard to the purchases of fixed asset needs to be strengthened. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

6. In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

a) The particulars of contracts or arrangements referred to Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

b) Where each of such transactions is in excess of Rs.5 lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time except in respect of certain services for which comparable quotations are not available and in respect of which we are unab/e to comment.

7. In our opinion, the internal audit functions carried out during the year by firm of Chartered accountants appointed by the Management have been commensurate with the size of the Company and the nature of the business.

8. We have broadly reviewed the cost records maintained by the Company in respect of generation of electricity from windmill where pursuant to the Rules made by the Central Government, the maintenance of cost records has been prescribed 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. We have, however, not made a detailed examination of the records with a view to determining whether they are accurate or complete. To the best of our knowledge and according to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records for any other product of the company.

9. Statutory and other dues

According to the information and explanations given to us in respect of statutory dues:

(a) The Company has been regular in depositing undisputed statutory dues with slight delays including Provident Fund, Work Contract Tax, Income Tax, Value Added Tax, Customs Duty, Wealth tax, Service tax, Cess and other statutory dues applicable to it with the appropriate authorities during the year except in respect of Tax deducted at source and Employees State Insurance dues, where the company has not generally been regular in depositing the dues with the appropriate authorities though the delays in deposit have not been serious.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employee's State Insurance, Work Contract Tax, Income Tax, Value Added Tax, Customs Duty, Wealth tax, Service tax and Cess were in arrears, as at 31 st March 201 1 for a period of more than six months from the date they became payable, (c) Details of dues of Income tax, Sales-tax, Wealth Tax, Service Tax, Customs duty, Excise duty and Cess which have not been deposited as on 31st March 2011 on account of disputes are given below:

Statute Nature of Forum where Period when Amount Dues Dispute is the amount involved pending relates (Rs.in Lakhs)

Income Income Tax Appellate 2000-01 48.08 Act demand Tribunal Tax

Income Income Tax Appellate 2002-03 49.15 Tax Act demand Tribunal

Income Income Tax Appellate 2003-04 155.33 Tax Act demand Tribunal

Income Income Tax Commissioner Tax Act demand of Income 2004-05 26.24 Tax (Appeals)

Income Income Tax Commissioner Tax Act demand of Income 2005-06 298.48 Tax (Appeals)

Income Income Tax Commissioner 2006-07 219.68 Tax Act demand of Income Tax (Appeals)

10. In our opinion and according to the information and explanations given to us, the Company has given guarantee, for loans taken by a Subsidiary Company, Associate Company and Joint Venture Company, from a bank during the year the terms of which are prima facie not prejudicial to the interest of the company.

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

12. In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that funds raised on short-term basis have not been used during the yearfor long-term investment.

13. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For DELOITTE HASKINS & SELLS Chartered Accountants (Registration No.008072S)

Geetha Suryanarayanan Partner (Membership No. 29519)

Place : Chennai Date : 25th May 2011


Mar 31, 2010

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

2. We conducted our audit in accordance with the 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. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in Paragraph 3 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, Profit and Loss Account and Cash Flow dealt with by this report are in agreement with the books of account;

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

(v) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the significant accounting policies and 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 Balance Sheet, of the state of affairs of the Company as at March 31, 2010;

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

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

5. On the basis of written representations received from the directors as on 31st March 2010 taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2010 from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956 as on the said date;

ANNEXURE TO THE AUDITORS REPORT Annexure referred to in Paragraph 3 of the report of even date

1. Having regard to the nature of the Companys business/ activities/result, clauses (x), (xii), (xiii), (xiv), (xix) and (xx) of CARO are not applicable.

2. In respect of fixed assets:

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

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposals has, in our opinion not affected the going concern status of the Company.

3. In respect of its inventories:

(a) As explained to us, inventories (other than contract work in progress) were physically verified by the management at reasonable intervals.

(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 were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories. The discrepancies noticed on physical verification between physical stock and book records were not material.

4. In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the Register under section 301 of the Companies Act, 1956, according to the information and explanations given to us:

(a) The Company has granted unsecured interest free loan, to the party covered in the register maintained under Section 301 of the Companies Act, 1956 during the previous year. At the year-end, the outstanding balances of such loans aggregated to Rs. 1,45,00,000, and the maximum amount involved during the year was Rs. 1,45,00,000.

(b) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interests of the Company.

(c) There are no overdue amounts as at the Balance Sheet date.

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

5. In our opinion and according to the information and explanations given to us , having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchases of inventory and the sale of goods and services, however the internal controls with regard to the purchases of fixed asset needs to be strengthened. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

6. In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

a) The particulars of contracts or arrangements referred to Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

b) Where each of such transactions is in excess of Rs. 5 lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time except in respect of certain purchases for which comparable quotations are not available and in respect of which we are unable to comment.

7. According to the information and explanations given to us, the Company has not accepted deposit from the public during the year.

8. In our opinion, the internal audit functions carried out during the year by firm of Chartered accountants appointed by the Management have been commensurate with the size of the Company and the nature of the business.

9. We have broadly reviewed the cost records maintained by the Company in respect of generation of electricity from windmill where pursuant to the Rules made by the Central Government, the maintenance of cost records has been prescribed 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. We have, however, not made a detailed examination of the records with a view to determining whether they are accurate or complete. To the best of our knowledge and according to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records for any other product of the Company.

10. Statutory and other dues : According to the information and explanations given to us in respect of statutory dues:

(a) The Company has been regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Work Contract Tax,

Income Tax, Value Added Tax, Customs Duty, Wealth Tax, Service Tax, Cess and other statutory dues applicable to it with the appropriate authorities during the year.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees State Insurance, Work Contract Tax, Income Tax, Value Added Tax, Customs Duty, Wealth Tax, Service Tax and Cess were in arrears, as at 31st March 2010 for a period of more than six months from the date they became payable.

(c) Details of dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess which have not been deposited as on 31st March 2010 on account of disputes are given below:

Statute Nature of Dues Forum where Dispute is pending

Income Tax Act Income Tax demand Appellate Tribunal

Income Tax Act Income Tax demand Appellate Tribunal

Income Tax Act Income Tax demand Appellate Tribunal

Income Tax Act Income Tax demand Appellate Tribunal

Income Tax Act Income Tax demand Commissioner of Income Tax (Appeals )

Income Tax Act Income Tax demand Commissioner of Income Tax (Appeals )

Income Tax Act Income Tax demand Commissioner of Income Tax (Appeals )

Statute Period to which the Amount involved amount relates (Rs. in Lakhs)

Income Tax Act 2000-01 55.94

Income Tax Act 2001-02 21.59

Income Tax Act 2002-03 51.9

Income Tax Act 2003-04 163.25

Income Tax Act 2004-05 30.58

Income Tax Act 2005-06 340.53

Income Tax Act 2006-07 318.95

11. According to the information and explanations given to us by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks/financial institutions.

12. In our opinion and according to the information and explanations given to us, the Company has given guarantee, for loans taken by a subsidiary, associate and joint venture company from a bank during the year the terms of which are not prejudicial to the interest of the Company.

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

14. In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that funds raised on short-term basis have not been used during the year for long-term investment.

15. The Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

16. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For DELOITTE HASKINS & SELLS

Chartered Accountants

Registration No: 008072S



Geetha Suryanarayanan

Partner Membership No.29519

Place : Chennai

Date : 24th May 2010

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