Auditor Report of Sibar Auto Parts Ltd.

Mar 31, 2018

INDEPENDENT AUDITORS'' REPORT

To

The Members

SIBAR AUTO PARTS LIMITED, Tirupati Report on the Standalone Ind AS Financial Statements

We have audited the Ind AS financial statements of SIBAR AUTO PARTS LMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2018, and the Statement of Profit and Loss, Statement of changes in equity and Statement of cash flows for the year then ended, and Notes to the financial statements, including a summary of significant accounting policies and other explanatory information (herein after referred to as “ Ind AS financial statements”) .

Management’s Responsibility for the Standalone Ind AS 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, changes in equity 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. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of 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 statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial Statements

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Standalone Ind AS Financial Statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Standalone Ind AS Financial Statements, whether due to fraud or error. In making those risk assessments, the

auditor considers internal control relevant to the Company’s preparation and fair presentation of the Standalone Ind AS 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 entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the Standalone Ind AS 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 standalone Ind AS 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 including the Ind AS, of the financial position of the Company as at March 31, 2018 and its financial performance including other comprehensive income, its cash flows and changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure “A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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, the Cash Flow Statement and the statement of changes in equity dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid Standalone Ind AS Financial Statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on March 31, 2018 taken on record by the Board of Directors, Sri K. Subbaiah, Independent Director of the Company being disqualified in terms of Section 164 (2) of the Act resigned from Directorship with effect from 01.10.2017.

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

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

i. The Company has no pending litigations on its financial position as on 31^st March,2018;

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

iii. No amounts were required to be transferred to the Investor Education and Protection Fund by the Company as on 31^st March, 2018.

ANNEXURE - A TO THE AUDITORS'' REPORT The Annexure referred to in Report on the Audit of

Sibar Auto Parts Lmited, Ind AS Financial Statements for

the year ended 31^st March 2018, we report that:

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

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company there were no immovable properties are held in the name of the Company.

ii) (a) According to the information and explanations given to us and on the basis of our observation and verification of records, physical inventory of the company has been conducted at reasonable intervals.

(b) No material discrepancies have been observed during stock taking.

iii) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 189 of the Companied Act, 2013 (‘the Act’). Consequently, clauses 3 (iii) (a) and 3 (iii) (b) of the Order are not applicable to the Company.

iv) The Company has not made any transactions in the nature of loans, investments, guarantees, and security, where provisions of section 185 and 186 of the Companies Act, 2013 are applicable. Thus, paragraph 3(iv) of the order is not applicable to the company.

v) Company has not accepted any deposits, within the meaning of provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under.

vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the products of the Company.

vii) a) According to the information and explanations given to us and on the basis of examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of customs, value added tax, cess, goods and service tax and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. Further according to the information and explanations given to us, no undisputed amounts are payable in respect of income tax, service tax, duty of customs, cess and other material statutory dues which were in arrears as at March

31,2018, for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no material dues of duty of customs, income tax, service tax / GST which have not been deposited with the appropriate authorities on account of any dispute.

viii) According to the information and explanation given to us and based on our opinion the Company has not defaulted in repayment of any loans or borrowings from any financial institutions, banks, Government during the year.

ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3

(ix) of the Order is not applicable.

x) According to the information and explanations given to us, no material fraud by the company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

xi) According to the information and explanations given to us and based on our examination of records of the Company, the Company has paid Managerial Remuneration in accordance with the provisions of section 197 read with Schedule V to the Companies Act.

xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in Note 35 to the Standalone Ind AS Financial Statements as required by the applicable accounting standards;

xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has made preferential allotment during the year and the details have been disclosed in Note 13 of the Standalone Ind AS Financial Statements .

xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

xvi) According to the information and explanations given to us, the Company is not required to be registered under Section 45 IA of the Reserve Bank of India Act, 1934.

Annexure - B to the Auditors’ Report

Report on the Internal Financial Controls under Clause

(i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Sibar Auto Parts Lmited(“the Company”) as of 31 March 2018 in conjunction with our audit of Ind AS Standalone Ind AS Financial Statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

TThe 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 (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

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

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 Standalone Ind AS 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 Standalone Ind AS 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 Standalone Ind AS Financial Statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

Opinion

According to the information and explanation given to us, the Company has not established its internal financial control over financial reporting on criteria based on or 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. Because of this reason, we are unable to obtain sufficient appropriate audit evidence to provide a basis for our opinion whether the Company had adequate internal financial controls over financial reporting and whether such internal financial controls were operating effectively as at March 31, 2018.

We have considered the above in determining the nature, timing, and extent of audit tests applied in our audit of the financial statements of the Company, and we have done 100% substantive verification hence, this does not affect our opinion on the standalone financial statements of the Company.

For SPC & Associates

CHARTERED ACCOUNTANTS

F.R.No. 005685S

CA RLN Murthy

Partner

M.No. 217432

Place : Hyderabad

Date : 29.09.2018

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Mar 31, 2015

We have audited the accompanying financial statements of SIBAR AUTO PARTS LIMITED ("the Company"), which comprise the Balance Sheet as at 31stMarch, 2015, and the Statement of Profit and Loss and the Cash Flow statement for theperiod ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and 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 thepreparation 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 for the Financial Statements

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

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

An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

b) In the case of the Statement of Profit and Loss, of the profit for the period ended on that date.

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

Report on Emphasis of Matter(s) (EOM)

There is no Emphasis of matters to report upon.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d) In our opinion, the aforesaid financial statements, comply with the Accounting Standards referred to in of Section133 of the Companies Act, 2013, read with Rule 7 of the Company (Accounts) Rules 2014.

e) On the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none ofthe directors is disqualified as on March 31, 2015, from being appointedas a director in terms of sub-section (2) of Section 164 of the Companies Act, 2013.

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

i) The Company does not have any pending litigations which would impact its financial position.

ii) The Company has not entered into any long-term contracts including derivatives contracts requiring provision under applicable laws or accounting standards, for material foreseeablelosses and

iii) No amount is required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 2013. Hence delay in depositing the amounts to the said fund is not applicable.

ANNEXURE TO THE AUDITORS'' REPORT

The Annexure referred to in our Independent Auditor''s Report of even date to the members of SIBAR AUTO PARTS LIMITED on the financial statements of the Company for the period ended 31stMarch, 2015.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. Fixed Assets

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

2. Inventories:

a. The inventories have been physically verified during the year by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

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

c. In our opinion and on the basis of our examination of the records, the company is generally maintaining proper records of its inventories. No material discrepancies were noticed on physical verification of inventories as compared to book records

3. Loans:

According to the information and explanations given to us and on the basis of our examination of the books of accounts, the Company has not granted any loans to companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013. Consequently, the provisions of clauses iii (a), iii(b) of the Order are not applicable to the Company.

4. Internal Controls

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 stores, raw materials, plant and machinery, equipment, other assets, for the sale of goods and in respect of its regular operations. During the course of the audit, we have not observed any major weakness in the internal control system.

5. Public Deposits

The Company has not accepted any deposits from the public covered under Section 73 to 76 of the Companies Act, 2013.

6. Cost Records

As per the information & explanation given by the management, the maintenance of cost records has not been prescribed by the Central Government under sub-section (1) of Section 148 of the Act.

7. Statuatory Dues :

a) According to the records of the company, undisputed statutory dues including Provident Fund, Income-tax, Sales-tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2015 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no amounts payable in respect of income tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

c) There is no such amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

8. Profit and Loss

In our opinion, the accumulated losses of the company are more than fifty per cent of the net worth of the Company. According to the information and explanations given to us, there are no cash losses during the year under audit as well as the preceding year.

9. Payments to Banks, Financial Institutions etc

The Company did not have any outstanding dues to financial institutions, banks or debenture holders.

10. Guarantees

According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

11. Term Loans

The company has taken term loans from APSFC during the year. We are of the opinion that the loans are utilised for the purpose obtained.

12. Fraud

According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

for and on behalf of

SPC & Associates CHARTERED ACCOUNTANTS F.R.No. 005685S



CA Seshaa RSR Prasad K. Partner M.No.028591

Place: Hyderabad Date: 27th May, 2015

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Mar 31, 2014

We have audited the accompanying Financial Statements of SIBAR AUTO PARTS LIMITED("the Company") which comprise the Balance sheet as at March 31, 2014 and the Statement of Profit and Loss and Cash Flow Statement of the Company for the year ended on that date annexed thereto, along with the summary of the significant accounting policies and other explanatory information. (Herein after referred to as Financial Statements)

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

Our responsibility is to express an opinion on these Financial Statements based on our audit. We conducted our audit in accordance with Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and carry on the audit to obtain reasonable assurance

whether the Financial Statements are free from any material misstatement.

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

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

Basis for the Qualified Opinion

As stated at Note No-36 , Point No-I Employee benefits to the financial statements, the company has not made a provision towards gratuity liability in the financial statements which is not in compliance with Accounting Standard -15 : "Employee benefits" referred to in sub section 3C of section 211 of the Companies Act, 1956, amounts not ascertainable.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effect of the matter described in the basis for Qualified Opinion paragraph, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the company as at March 31, 2014

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

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

Report on Emphasis of Matter(s) (EOM)

We draw attention to Note B (1) and Note B(2) in the Notes Forming part of Financial Statements, including significant accounting policies, which describe the change in accounting of fixed assets and the treatment of realization from the sale of land as an extra- ordinary item. Our opinion is not qualified in respect of these matters.

Report on Other Legal and Regulatory Matters

1. As required by the Companies(Auditors Report) Order 2003, issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 & 5 of the said Order.

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

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

b) In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from the examination of the books and proper documents and statements adequate for the purposes of our audit; there are no branches of the Company;

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

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

e) On the basis of written representations received from the Directors as on March 31, 2014 and taken on record by the Board of Directors, we report that the none of the Directors is disqualified as on March 31, 2014 from being appointed as a Director in terms of Section 274 (1) (g) of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS'' REPORT

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of SIBAR AUTO PARTS LIMITED On the accounts of the company for the year ended 31st March, 2014.

1. Fixed Assets

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

b. As explained to us, the fixed assets have been verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c. In our opinion and according to the information and explanations given to us, a part ofl Land, which was converted in to stock in trade has been disposed off during the year, but that does not affect the going concern status of the Company.

2. Inventories:

a. The inventories have been physically verified during the year by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

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

c. In our opinion and on the basis of our examination of the records, the company is generally maintaining proper records of its inventories. No material discrepancies were noticed on physical verification of inventories as compared to book records.

3. Loans:

a. According to the information and explanations given to us and on the basis of our examination of the books of account, the company has not granted any loans secured or unsecured to companies, firms, or other parties listed in the register maintained u/s 301 of the Companies Act, 1956. Therefore, the provisions of other sub clauses of clause 4 (iii) of the Order are not applicable to the company.

According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has taken loans from the parties listed in the register maintained u/s 301 of the Companies Act, 1956. Following are the particulars of the loans taken from the parties listed in the register maintained u/s 301 of the Companies Act,1956.

Particulars Amount (in Rs)

Directors 1,97,49,974

Relatives of its directors 2,85,28,494

However, the terms of these loans are not prejudicial to the interests of the company.

4. Internal Controls

In our opinion and according to the information and explanations given to us there are generally adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of stores, raw materials, plant and machinery, equipment, other assets, for the sale of goods and in respect of its regular operations. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. Transactions with parties listed in Sec.301 Register

a. Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section.

b. As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act exceed five lakhs rupees in a financial year.

6. Public Deposits

In our opinion and as per the explanations given to us, the Company has not accepted any deposits from the public. Accordingly the provisions of this clause are not applicable to the Company.

7. Internal Audit

In our opinion and as per the explanations given to us, the Company has an internal audit system commensurate with the size and nature of its business.

8. Cost Records

As per the information and explanations given by the management, maintenance of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of Section 209 of the Act and we are of the opinion that prima facie the prescribed records have been made and maintained.

9. Statutory Payments:

a. According to the records, the company is regular in depositing the statutory dues with appropriate authorities including Provident fund, ESI, Sales Tax, Excise duty and other statutory dues applicable to it except the provision for Gratuity as referred in Note No 36 and point No-I of Notes Forming Part of the Financial Statements including the significant accounting policies.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, ESI, Sales Tax, Excise duty and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

c. As explained to us, there are no dues relating to income tax, sales tax, service tax, excise duty, wealth tax, customs duty which have not been deposited on account of any disputes.

10. Profit and Loss

In our opinion, the accumulated losses of the company are more than its net worth. According to the information and explanations given to us, there are no cash losses during the year under audit.

11. Payments to Banks, Financial Institutions etc

According to the information and explanations given to us, the company had no dues to be paid to banks and financial institutions. The Company has not issued any debentures during the current financial year.

12. Loans against Securities

According to the information and explanations given to us, the company has not given any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. Special Statutes

As the Company is not a chit fund or not a Nidhi or mutual benefit fund / society, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

14. Dealing in securities

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

15. Guarantees

According to the information and explanations given to us, the company has not given any guarantees for loans taken by others from banks or financial institutions. Therefore, the provisions of clause 4(xv) of the Order are not applicable.

16. Term Loans

According to the information and explanations given to us the company has not taken any term loans during the year under review. Therefore the provisions of clause 4(xvi) of the Order are not applicable.

17. Utilization of funds

According to the information and explanations given to us and on an overall examination of

the balance sheet of the Company we report that no funds raised on short term basis have been used for long term investments.

18. Preferential Allotment of Shares

According to the information and explanations given to us, during the year under review the Company has submitted an application with the Securities and Exchange of India in the month of December 2013 for allotment of Shares on preferential basis against conversion of Unsecured Loan of Rs.4.00 Crores brought in by family members of Promoters. The Company got approval vide Order of SEBI dated 23rd May, 2014 for conversion of the said interest free unsecured loans into Equity shares on Preferential basis. Accordingly the Company allotted Equity Shares to the following Persons against interest free unsecured loans.

Name of Allottee Relationship No. of Shares Amount Allotted in lacs

Mrs.P.Sugunamma Shareholder 20,00,000 200.00 and Wife of Mr.P.Veeranarayana

Mr. P. Madhupratap Shareholder and 15,00,000 150.00 son of Mr.P.Veeranarayana

Mrs. P. Annapurna Shareholder and 3,00,000 30.00 wife of Mr.P.Annapurna

Mr. P. Ravichandra Shareholder and 1,00,000 10.00 son of Mr.P.Veeranarayana

Mrs. P. Charita Shareholder and 1,00,000 10.00 Wife of Mr.P.Ravichandra.

Debentures

According to the information and explanations given to us, the Company has not issued debentures during the period covered by our report. Accordingly, the provisions of clause 4(xix) of the Order are not applicable to the Company.

19. Public Issue

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

20. Fraud

According to the information and explanations given to us, and on the basis of audit procedures applied by us, no fraud on or by the Company has been noticed or reported during the period under audit.

Note 10.1 : With regard to the above investments no diminution is provided treating them as long-term investments. The quoted value of the investments is not available.



for and on behalf of SPC & Associates CHARTERED ACCOUNTANTS F.R.No. 0056855

CA Sundari P. Partner M.No. 217719

Place: Hyderabad Date: August 09, 2014

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying Financial Statements of SIBAR AUTOPARTS LIMITED("the Company") which comprise the Balance sheet as at March 31, 2013 and the Statement of Profit and Loss and Cash Flow Statement of the Company for the year ended on that date annexed thereto, along with the summary of the significant accounting policies and other explanatory information. (herein after referred to as Financial Statements)

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

Our responsibility is to express an opinion on these Financial Statements based on our audit. We conducted our audit in accordance with Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and carry on the audit to obtain reasonable assurance whether the Financial Statements are free from any material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

(a) In the case of the Balance Sheet, of the state of affairs of the company as at March 31, 2013,

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

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

Report on Emphasis of Matter(s) (EOM)

We draw attention to Note B (1) and Note B(2) in the Notes Forming part of Financial Statements, including significant accounting policies, which describe the change in ac- counting of fixed assets and the treatment of realization from the sale of land as an extra- ordinary item. Our opinion is not qualified in respect of these matters.

Report on Other Legal and Regulatory Matters

1. As required by the Companies(Auditors Report) Order 2003, issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 & 5 of the said Order.

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

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

b) In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from the examination of the books and proper documents and statements adequate for the purposes of our audit; there are no branches of the Company;

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

d) In our opinion, the Balance Sheet and the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report, comply with the Accounting Standards referred to in Sub-Section 3(C) of Section 211 of the Companies Act, 1956.

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

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to As Report on other Matters)

1. In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars including quantitative de- tails and situation of fixed assets on the basis of available information.

(b) As explained to us, the fixed assets have been verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

(c) In our opinion and according to the information and explanations given to us, a part of the Land, a component of the Fixed Assets, has been deposed off during the year, but that does not affect the going concern status of the Company.

2. In respect of its inventories:

(a) The inventories have been physically verified during the year by the management at reason- able intervals. In our opinion, the frequency of verification is reasonable.

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

(c) In our opinion and on the basis of our examination of the records, the company is generally maintaining proper records of its inventories. No material discrepancies were noticed on physical verification of inventories as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the company has not granted any loans secured or unsecured to companies, firms, or other parties listed in the register maintained u/s 301 of the Companies Act, 1956. Therefore, the provisions of other sub clauses of clause 4 (iii) of the Order are not applicable to the company.

(b) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has taken loans from the parties listed in the register maintained u/s 301 of the Companies Act, 1956. Following are the particulars of the loans taken from the parties listed in the register maintained u/s. 301 of the Companies Act, 1956

S. No. Particulars Amount (in Rs.)

1 Directors 1,90,73,656

2 Relatives of its directors 3,29,54,149

However, the terms of these loans are not prejudicial to the interests of the company.

4. In our opinion and according to the information and explanations given to us there are generally adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of stores, raw materials, plant and machinery, equipment, other assets, for the sale of goods and in respect of its regular operations. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. According to the information and explanations given to us, company has not entered into any transactions during the year in pursuance of contracts or arrangements with companies entered in the register maintained under section 301 of the Companies Act, 1956.

6. In our opinion and as per the explanations given to us, the Company has not accepted any deposits from the public. Accordingly the provisions of this clause are not applicable to the Company.

7. In our opinion and as per the explanations given to us, the Company has an internal audit system commensurate with the size and nature of its business.

8. As per the information and explanations given by the management, maintenance of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of Section 209 of the Act and we are of the opinion that prima facie the prescribed records have been made and maintained.

9. In respect of statutory dues:

(a) According to the records, the company is regular in depositing the statutory dues with appropriate authorities including Provident fund, ESI, Sales Tax, Excise duty and other statutory dues applicable to it except the provision for Gratuity as referred in Note No I of Notes Forming Part of the Financial Statements including the significant accounting policies.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, ESI, Sales Tax, Excise duty and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) As explained to us, there are no dues relating to income tax, sales tax, service tax, excise duty, wealth tax, customs duty which have not been deposited on account of any disputes.

10. In our opinion, the accumulated losses of the company are more than its net worth. According to the information and explanations given to us, there are no cash losses during the year under audit.

11. According to the information and explanations given to us, the company had no dues to be paid to banks and financial institutions. The Company has not issued any debentures during the current financial year.

12. According to the information and explanations given to us, the company has not given any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. As the Company is not a chit fund or not a nidhi or mutual benefit fund / society, the provisions of clause 4(xiii)of the Order are not applicable to the Company.

14. The Company is not dealing in or trading in shares, securities, debentures and other investments.

Therefore, the provisions of clause 4(xiv) of the Order are not applicable.

15. According to the information and explanations given to us, the company has not given any guarantees for loans taken by others from banks or financial institutions. Therefore, the provisions of clause 4(xv) of the Order are not applicable.

16. According to the information and explanations given to us the company has not taken any term loans during the year under review. Therefore the provisions of clause 4(xvi) of the Order are not applicable.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company we report that no funds raised on short term basis have been used for long term investments.

18. According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained u/s 301 of the Companies Act.

19. According to the information and explanations given to us, the Company has not issued debentures during the period covered by our report. Accordingly, the provisions of clause 4(xix) of the Order are not applicable to the Company.

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

21. According to the information and explanations given to us, and on the basis of audit procedures applied by us, no fraud on or by the Company has been noticed or reported during the period under audit.

For SPC & Associates

CHARTERED ACCOUNTANTS

F.R.No. 005685S

P Sundari

Place: Tirupati Partner

Date: July 27, 2013 M.No. 217719

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Mar 31, 2012

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

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

2. As required by the Companies(Auditors Report) Order 2003 issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 & 5 of the said order.

3. Further to our comments in the annexure referred to above, We report that

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

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

c) The Balance Sheet and Profit and Loss account and cash flow statement dealt with by this report are in agreement with the books of Account.

d) In our opinion, the Balance Sheet and the Profit and Loss Account and cash flow statement dealt with by this Report comply with the Accounting Standards referred to in Sub Section 3(C) of Section 211 of the Companies Act, 1956.

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

f) In our opinion and to the best of our information and according to the explanations given to us, we are of opinion that the financial statements 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 accounts principles generally accepted in India.

i) In the case of Balances sheet of the state of affairs of the company as at March 31, 2012,

ii) In the case of Profit and Loss Account of the profit for the year ended on that date and

iii) In the case of Cash flow statements, of the Cash flow for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph (1) of our report of even date)

1. (a) The Company has not yet updated the records showing full particulars of fixed assets.

(b) As explained to us, the fixed assets have been verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

(c) In our opinion, the Company has not disposed of substantial part of fixed assets during the period and the going concern status of the Company is not affected.

2. (a) The inventory has been physically verified during the year by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

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

(c) The company is maintaining proper records of inventory and no material discrepancies were noticed.

3. (a) The company has not granted any loans secured or unsecured to companies, firms, or other parties listed in the register maintained u/s 301 of the Companies Act, 1956. Therefore, the provisions of sub clause (e),(f), and (g)of clause 4(iii) of the Order are not applicable to the company.

(b) During the year Company has taken loans from the parties listed in the register maintained u/s 301 of the Companies Act, 1956.

Following are the particulars of the loans taken from the parties listed in the register maintained u/s. 301 of the Companies Act, 1956.

S.No. Particulars Amount (in Rs)

1 Directors 3,06,24,771

2 Relatives of its directors 2,91,21,839

However, the terms are not prejudicial to the interests of the company.

4. In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of stores, raw materials, plant and machinery, equipment and other assets and for the sale of goods.

5. According to the information and explanations given to us, company has not entered into any transactions during the year in pursuance of contracts or arrangements with companies entered in the register maintained under section 301 of the Companies Act, 1956, aggregating to Rs. 5,00,000/- or more.

6. In our opinion and as per the explanations given to us, the Company has not accepted any deposits from the public. Accordingly the provi- sions of this clause are not applicable to the Company.

7. In our opinion and as per the explanations given to us, the Company has an internal audit system commensurate with the size and nature of its business.

8. In our opinion and as per the explanations given to us, that prima facie the cost records pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under section 209(1)(d) of the companies act, 1956 have been maintained and being made up. 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 records, the company is regular in depositing with appropriate authorities statutory dues including Provident fund, ESI, Sales Tax, Excise duty and other material statutory dues applicable to it except professional tax .

10. In our opinion, the accumulated losses of the company are more than of its net worth. According to the information and explanations given to us there are no cash losses during the year under audit.

11. According to the information and explanations given to us, the company had paid all the dues to the bank during the current financial year under One Time Settlement scheme.

12. According to the information and explanations given to us, the company has not given any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. As the Company is not a chit fund or not a nidhi or mutual benefit fund / Society, the provisions of this clause is not applicable to the Company.

14. The Company is not dealing in or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4(xiv) of the Order are not applicable.

15. According to the information and explanations given to us the company has not given

any guarantees for loans taken by others from banks or financial institutions. Therefore the provisions of clause 4(xv) of the Order are not applicable.

16. According to the information and explanations given to us the company has not taken any term loans during the year under review. Therefore the provisions of clause 4(xvi) of the Order are not applicable.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company we report that no funds raised on short term bases have been used for long term investments.

18. According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained u/s 301 of the Companies Act.

19. According to the information and explanations given to us, the Company has not issued debentures.

20. During the year the Company has not raised any money by way of public issue.

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the period under audit.

for SPC & Associates CHARTERED ACCOUNTANTS F.R.No. 005685S

CA Sundari P. Partner M.No. 217719

Place: Tirupathi Date : July 25, 2012

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Mar 31, 2011

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

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

2. As required by the Companies(Auditors Report) Order 2003 issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 & 5 of the said order.

3. Further to our comments in the annexure referred to above, We report that

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

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

c) The Balance Sheet and Profit and Loss account and cash flow statement dealt with by this report are in agreement with the books of Account.

d) In our opinion, the Balance Sheet and the Profit and Loss Account and cash flow statement dealt with by this Report comply with the Accounting Standards referred to in Sub-Section 3(C) of Section 211 of the Companies Act, 1956.

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

f) In our opinion and to the best of our information and according to the explanations given to us, we are of opinion that the financial statements 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 accounts principles generally accepted in India.

i) In the case of Balances sheet of the state of affairs of the company as at March 31, 2011,

ii) In the case of Profit and Loss Account of the profit for the year ended on that date and

iii) In the case of Cash flow statements, of the Cash flow for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT (Referred to in paragraph (1) of our report of even date)

1. (a) The Company has not updated the records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, the fixed assets have been verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

(c) In our opinion, the Company has not disposed of substantial part of fixed assets during the period and the going concern status of the Company is not affected.

2. (a) The inventory has been physically verified during the year by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

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

(c) The company is maintaining proper records of inventory and no material discrepancies were noticed.

3. (a) The company has not granted any loans secured or unsecured to companies, firms, or other parties listed in the register maintained u/s 301 of the Companies Act, 1956. Therefore, the provisions of sub clause (e),(f), and (g)of clause 4(iii) of the Order are not applicable to the company.

(b) The company has taken loans from the parties listed in the register maintained u/s 301 of the Companies Act, 1956. However, the terms are not prejudicial to the interests of the company.

In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of stores, raw materials, plant and machinery, equipment and other assets and for the sale of goods.

4. According to the information and explanations given to us, company has not entered into any transactions during the year in pursuance of contracts or arrangements with companies entered in the register maintained under section 301 of the Companies Act, 1956, aggregating to Rs. 5,00,000/- or more.

5. In our opinion and as per the explanations given to us, the Company has not accepted any deposits from the public. Accordingly the provisions of this clause are not applicable to the Company.

In our opinion and as per the explanations given to us, the Company has an internal audit system commensurate with the size and nature of its business.

6. As explained to us, the Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the companies act, 1956 for the products of the company.

7. According to the records, the company is regular in depositing with appropriate authorities statutory dues including Provident fund, ESI, Sales Tax, Excise duty and other material statutory dues applicable to it.

10. In our opinion, the accumulated losses of the company are more than of its net worth. According to the information and explanations given to us there are no cash losses during the year under audit.

11. According to the information and explanations given to us, the matter relating to the payments due to Banks and financial institutions is before the Honorable Debt Recovery Tribunal & Honorable Debt Recovery Appellate Tribunal. The matter is yet to be adjudicated. The company has paid a total amount of Rs. .191.00 lakhs to the banks and financial institutions during the year. ( .185.00 Lakhs to Central Bank of India & Rs.6.00 lakhs to State Bank of India) During the year, Central Bank of India has sanctioned One Time Settlement (OTS) for the balance amount of Rs.500.00 lakhs, after considerting the Rs.60.00 lakhs paid by the company as per the Hon’ High Court Order.

12. According to the information and explanations given to us, the company has not given any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. As the Company is not a chit fund or not a nidhi or mutual benefit fund / Society, the provisions of this clause is not applicable to the Company.

14. The Company is not dealing in or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4(xiv) of the Order are not applicable.

15. According to the information and explanations given to us the company has not given any guarantees for loans taken by others from banks or financial institutions. Therefore the provisions of clause 4(xv) of the Order are not applicable.

16. According to the information and explanations given to us the company has not taken any term loans during the year under review. Therefore the provisions of clause 4(xvi) of the Order are not applicable.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company we report that no funds raised on short term bases have been used for long term investments.

18. According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained u/s 301 of the Companies Act.

19. According to the information and explanations given to us, the Company has not issued debentures.

20. During the year the Company has not raised any money by way of public issue.

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the period under audit.

for Sesha Prasad & Company CHARTERED ACCOUNTANTS, FR.No. 0056855

CA Sundari P. Partner M.No. 217719 Date: June 25, 2011. Place: Tirupathi

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Mar 31, 2010

We have audited the attached Balance Sheet of Sibar Auto Parts Ltd., as at 31st March 2010 and Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

2. As required by the Companies(Auditors Report) Order 2003 issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 & 5 of the said order.

3. Further to our comments in the annexure referred to above, We report that

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

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

c) The balance sheet and Profit and Loss account and cash flow statement dealt with by this report are in agreement with the books of Account.

d) In our opinion, the Balance Sheet and the Profit and Loss Account and cash flow statement dealt with by this Report comply with the Accounting Standards referred to in Sub-Section 3(C) of Section 211 of the Companies Act, 1956.

e) On the basis of written representations received from the Directors as on 31.3.2010 and taken on record by the Board of Directors, we report that the none of the Directors is disqualified as on 31.3.2010 from being appointed as a Director in terms of Section 274 (1) (g) of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, we are of opinion that the financial statements 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 accounts principles generally accepted in India.

i) In the case of Balances sheet of the state of affairs of the company as at 31st March 2010,

ii) In the case of Profit and Loss Account of the loss for the year ended on that date and

iii) In the case of Cash flow statements, of the Cash flow for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph (1) of our report of even date)

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

(b) As explained to us, the fixed assets have been verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

(c) In our opinion, the Company has not disposed of substantial part of fixed assets during the period and the going concern status of the Company is not affected.

2. (a) The inventory has been physically verified during the year by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

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

(c) The company is maintaining proper records of inventory and no material discrepancies were noticed.

3. (a) The company has not granted any loans secured or unsecured to companies, firms, or other parties listed in the register maintained u/s 301 of the Companies Act, 1956. Therefore, the provisions of sub clause (e),(f), and (g)of clause 4(iii) of the Order are not applicable to the company.

(b) The company has not taken any loans secured or unsecured from companies, firms,

or other parties listed in the register maintained u/s 301 of the Companies Act, 1956. Therefore, the provisions of sub clause (a),(b),(c) and (d)of clause 4(iii) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of stores, raw materials, plant and machinery, equipment and other assets and for the sale of goods.

5. According to the information and explanations given to us, company has not entered into any transactions during the year in pursuance of contracts or arrangements with companies entered in the register maintained under section 301 of the Companies Act, 1956, aggregating to Rs. 5,00,000/- or more.

6. In our opinion and as per the explanations given to us, the Company has not accepted any deposits from the public. Accordingly the provisions of this clause are not applicable to the Company.

7. In our opinion and as per the explanations given to us, the Company has an internal audit system commensurate with the size and nature of its business.

8. As explained to us, the Central Government has not prescribed maintenance of cost records under section 209(1 )(d) of the companies act, 1956 for the products of the company.

9. (a) According to the records, the company is regular in depositing with appropriate authorities statutory dues including Provident fund, ESI, Sales Tax, Excise duty and other material statutory dues applicable to it.

(b) According to the records of the company, there are some arrears undisputed and outstanding for a period of more than six months from the date they became payable as at the end of the financial year.

10. In our opinion, the accumulated losses of the company are more than of its net worth. According to the information and explanations given to us there are no cash losses during the year under audit.

11. According to the information and explanations given to us, the matter relating to the payments due to Banks and financial institutions is before the Honorable Debt Recovery Tribunal. The matter is yet to be adjudicated. The company has amount of Rs. 10 lacs into the banks and financial institutions during the year under review.

12. According to the information and explanations given to us, the company has not given any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. As the Company is not a chit fund or not a nidhi or mutual benefit fund / Society, the provisions of this clause is not applicable to the Company.

14. The Company is not dealing in or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4(xiv) of the Order are not applicable.

15. According to the information and explanations given to us the company has not given any guarantees for loans taken by others from banks or financial institutions. Therefore the provisions of clause 4(xv) of the Order are not applicable.

16. According to the information and explanations given to us the company has not taken any- term loans during the year under review. Therefore the provisions of clause 4(xvi)of the Order are not applicable.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company we report that no funds raised on short term bases have been used for long term investments.

18.According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained u/s 301 of the Companies Act.

19.According to the information and explanations given to us, the Company has not issued debentures.

20. During the year the Company has not raised any money by way of public issue.

21.According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the period under audit.

for Sesha Prasad & Company

CHARTERED ACCOUNTANTS

P Sundari

Partner

Date: 23-07-2010

Place: Tirupathi