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Auditor Report of Sika Interplant Systems Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Sika Inter plant Systems Limited ('the Company'), which comprise the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134 (2) of the Companies Act, 2013 ("the Act")with respect to the preparation and presentation 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 safe guarding 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 stand alone 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 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

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid stand alone 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 profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

(a) we have sought and obtained all the information and explanations which to the best of our knowledge and beliefwere 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) on the basis of the written representations received from the directors as on 31st March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2015 from being appointed as a director in terms of Section164 (2) of the Act; and

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

i. the Company has disclosed the impact of pending litigations on its financial position in its financial statements -Refer Note 41 to the financial statements;

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

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

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the standalone financial statements for the year ended 31st March 2015, we report that:

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

b) All the assets have been physically verified by the management at reasonable intervals. Having regard to the size of the company and the nature of its assets, no material discrepancies were noticed on such verification.

ii) a) The inventory has been physically verified during the year by the management at reasonable intervals.

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

c) The company is maintaining proper records of Inventory, minor discrepancies noticed on such physical verification have been properly dealt with in the books of accounts.

iii) a) The Company has granted loans to two bodies corporate covered in the register maintained under section 189 of the Companies Act, 2013 ('the Act').

b) In the cases of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act, The terms of arrangements do not stipulate any repayment schedule and the loans are repayable on demand. Accordingly, paragraph 3 (iii) (b) of the Order is not applicable to the Company in respect of repayment of the principal amount.

c) There are no over due amounts of more than rupees one lakh in respect of the loans granted to the bodies corporate listed in the register maintained under section189 of the Act.

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 with regard to purchase of inventory and fixed assets and sale of goods and services. We have not observed any major weakness in the internal control system during the course of the audit.

v) The Company has not accepted any deposits from the public.

vi) According to the information and explanations given to us, The Central Government has not prescribed maintenance of cost records under Sec. 148(1) of the Companies Act 2013.

vii) a) According to the information and explanations

given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities and according to the information and explanations given to us the company as at the last day of the financial year did not have any dues in respect of the aforementioned 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 wealth tax, duty of customs and cess which have not been deposited with the appropriate authorities on account of any dispute.

c) According to the information and explanations given to us the amounts which were required 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 there under has been transferred to such fund within time.

viii) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

x) In our opinion and according to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

xi) The term loans outstanding at the beginning of the year and those raised during the year were applied for the purposes for which they were taken.

xii) 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.

Place : Bangalore! For Shekar & Yathish Date : 29/05/2015! Chartered Accountants FRN. 008964S

Kusuma Yathish Partner M. No.209637


Mar 31, 2014

We have audited the accompanying financial statements of M/s. Sika Interplant Systems Limited ("the Company"), which comprise the Balance Sheet as at March 31,2014, and the Statement of Profit and Loss and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

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

Opinion

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

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

(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 flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

e) On the basis of written representations received from the directors as on 31st March, 2014, and 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 clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

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

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

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

(b) All the assets have been physically verified by the management at reasonable intervals. Having regard to the size of the company and the nature of its assets, no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, substantial parts of the fixed assets have not been disposed off by the Company during the year.

(ii) (a) The inventory has been physically verified during the year by the management.

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

(c) The company is maintaining proper records of Inventory, minor discrepancies noticed on such physical verification have been properly dealt with in the books of accounts.

(iii) (a) According to the information and explanation given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act.

(b) In view of what is stated in Para (a) above, the matters to be reported vide sub clause (b), (c) and (d) of clause (iii) are not applicable.

(c) The Company has taken unsecured loans from one party, covered in the register maintained under section 301 of the Act, the maximum amount involved during the year was Rs.36 lakhs (previous year - NIL) and the year-end balance of loans taken from parties is 36 lakhs (previous year - NIL).

(d) In our opinion, the rate of interest and other terms and conditions of loans taken by the Company are prima facie not prejudicial to the interest of the Company.

(e) Since the loans raised by the Company are repayable on demand or as and when necessary mutually, no comment can be made on the regularity or otherwise of the repayment of the principal and payment of interest wherever applicable.

(iv) (a) There are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets, and the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) (a) According to the information and explanations given to us, the particulars of transactions or arrangements that were required to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered;

(b) In respect of transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time;(vi)In view of the Company not having accepted deposits in terms of the provisions of sections 58 A and 58 AA and other relevant provisions of the Companies Act 1956 the compliance requirements as mentioned thereof do not arise.

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

(viii) According to the information and explanations given to us, The Central Government has prescribed maintenance of cost records under Sec. 209(1) (d) of the Companies Act 1956. However the same has not been produced before us to express any further opinion as to adequacy and accuracy of the same

(ix) (a) In our opinion and according to the information and explanations given to us, and on the basis of our examination of the records

The Company has been generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it and according to the information and explanations given to us the company did not have any dues in respect of the aforementioned for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues, which have not been deposited on account of any dispute.

(ix) (a) In our opinion and according to the information and explanations given to us, and on the basis of our examination of the records

The Company has been generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it and according to the information and explanations given to us the company did not have any dues in respect of the aforementioned for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues, which have not been deposited on account of any dispute.

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

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

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

(xiii) The Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of Clause 4 (xiii) of the Companies (Auditor''s Report) Order 2003 are not applicable to the Company.

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

(xv) 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.

(xvi) The Company has not raised any new term loans during the year. The term loans outstanding at the beginning of the year were applied for the purposes for which they were taken.

(xviii) According to the information and explanations given to us the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us the Company had not issued any Debentures during the period under audit.

(xx) The Company has not made any public issues during the period under audit and consequently the verification of end use of the same does not arise

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported.

For and on behalf of M/s. Shekar&Yathish Chartered Accountants FRN : 008964S

Place: Bangalore

Date :30/05/2014

Kusuma Yathish Partner M No.209637


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of M/s. Sika Interplant Systems Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide abasisforourauditopinion.

Opinion

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

(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 flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

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

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

c. the Balance Sheet, Statement of Profit and Loss and cash flow statement dealt with by this Report are in agreement with the books of account;

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

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

ANNEXURE TO THE AUDITORS'' REPORT

(referred to in our report of even date)

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

(b) All the assets have been physically verified by the management at reasonable intervals. Having regard to the size of the company and the nature of its assets, no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, substantial parts of the fixed assets have not been disposed off by the Company duringtheyear.

(ii) (a) The inventory has been physically verified during the year by the management.

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

(c) The company is maintaining proper records of Inventory, minor discrepancies noticed on such physical verification have been properly dealt with in the books of accounts.

(hi) (a) According to the information and explanation given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act.

(b) In view of what is stated in Para (a) above, the matters to be reported vide sub clause (b), (c) and (d) of clause (hi) are not applicable.

(c) The Company has taken unsecured loans from one party, covered in the register maintained under section 301 of the Act, the maximum amount involved during the year was Rs. 36 lakhs (previous year - NIL) and the year-end balance of loans taken from parties is 36 lakhs (previous year - NIL).

(d) In our opinion, the rate of interest and other terms and conditions of loans taken by the Company are prima facie not prejudicial to the interest of the Company.

(e) Since the loans raised by the Company are repayable on demand or as and when necessary mutually, no comment can be made on the regularity or otherwise of the repayment of the principal and payment of interest wherever applicable.

(iv) (a) There are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets, and the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) (a) According to the information and explanations given to us, the particulars of transactions or arrangements that were required to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered;

(b) In respect of transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time;(vi)In view of the Company not having accepted deposits in terms of the provisions of sections 58 A and 58 AA and other relevant provisions of the Companies Act 1956 the compliance requirements as mentioned thereof do not arise.

(vi) In view of the Company not having accepted deposits in terms of the provisions of sections 58 A and 58 AA and other relevant provisions of the Companies Act 1956 the compliance requirements as mentioned thereof do not arise.

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

(viii) According to the information and explanations given to us, The Central Government has prescribed maintenance of cost records under Sec. 209(1) (d) of the Companies Act 1956. However the same has not been produced before us to express any further opinion as to adequacy and accuracy of the same

(ix) (a) In our opinion and according to the information and explanations given to us, and on the basis of our examination of the records , The Company has been generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it and according to the information and explanations given to us the company did not have any dues in respect of the aforementioned for a period of more than six months from the date theybecamepayable

(b) According to the information and explanation given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues, which have not been deposited on account of any dispute.

(x) The Company has no accumulated losses at the end of the financial year and it has notin curred cash losses in the current and immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

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

(xiii) The Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of Clause 4 (xiii) of the Companies (Auditor''s Report) Order 2003 are not applicable to the Company.

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

(xv) 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.

(xvi) The Company has not raised any new term loans during the year. The term loans outstanding at the beginning of the year were applied for the purposes for which they were taken.

(xvii) 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 investment.

(xviii) According to the information and explanations given to us the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us the Company had not issued any Debentures during the period under audit.

(xx) The Company has not made any public issues during the period under audit and consequently the verification of end use of the same does not arise.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported.

For and on behalf of M/s. Shekar & Yathish

Chartered Accountants FRM008964S

Kusuma Yathish

Partner

Bangalore, 30*May, 2013 M. No -209637


Mar 31, 2012

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

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:

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

2. In our opinion, proper Books of Accounts as required by law have been kept by the Company so far as appears from our examinations of these books.

3. The Balance Sheet and the Profit and Loss Account dealt with by this report are in agreement with the Books of Accounts

4. In our opinion the Balance Sheet and the Profit and Loss Account comply with the Accounting Standards referred to in Subsection (3C) of Section 211 of the Companies Act, 1956.

5. On the basis of the written representation received from the Directors as on 31-03-2012, and taken on record by the Board of Directors, we report that none of the Directors is prima-facie disqualified as on 31st March, 2012 from being appointed as Directors in terms of clause (g) of sub-section (1) of Section 274 of The Companies Act, 1956.

6. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the Significant Accounting Policies and Notes to the Accounts, give the information required by the Act, in the manner so required and also give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

7. 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 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we give below a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

(c) In our opinion and according to the information and explanations given to us, substantial part of the fixed assets has not been disposed off by the Company during the year.

(ii) (a) The inventory has been physically verified during the year by the management.

( b) The company is maintaining proper records of Inventory, minor discrepancies noticed on such physical verification have been properly dealt with in the books of accounts.

(iii) (a) According to the information and explanation given to us, the Company has not granted any loans,

secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act.

(b) In view of what is stated in Para (a) above, the matters to be reported vide sub clause (b), (c) and (d) of clause (iii) are not applicable.

(c) The Company has taken interest free unsecured loans from two parties, covered in the register maintained under section 301 of the Act, the maximum amount involved during the year was Rs.36 lakh and the year-end balance of loans taken from parties is Nil.

(d) In our opinion, the rate of interest and other terms and conditions of loans taken by the Company is prima facie not prejudicial to the interest of the Company.

(e) Since the loans raised by the Company are repayable on demand or as and when necessary mutually, no comment can be made on the regularity or otherwise of the repayment of the principal and payment of interest wherever applicable.

(iv) There are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets, and the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) (a) According to the information and explanations given to us, the particulars of transactions or

arrangements that were required to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered;

(b) In respect of transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time;

(vi) In view of the Company not having accepted deposits in terms of the provisions of sections 58 A and 58 AA and other relevant provisions of the Companies Act 1956 the compliance requirements as mentioned thereof do not arise.(vii)In our opinion based on the information and explanations given to us the Company has an internal audit system commensurate with the size and nature of its business.

(viii) According to the information and explanations given to us, The Central Government has not prescribed maintenance of cost records under Sec. 209(1) (d) of the Companies Act 1956.

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

including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it and according to the information and explanations given to us no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Custom Duty, Excise Duty and Cess were in arrears, as at 31.03.2012 for a period of more than six months from the date they became payable

(b) According to the information and explanation given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess which have been deposited on account of any dispute.

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

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

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

(xiii) The Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of Clause 4 (xiii) of the Companies (Auditor's Report) Order 2003 are not applicable to the Company.

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

(xv) 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.

(xvi) The Company has raised a term loan during the audit period and has been applied for the purposes for which it was raised.

(xvii) 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 investment.

(xviii) According to the information and explanations given to us the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us the Company had not issued any Debentures during the period under audit.

(xx) The Company has not made any public issues during the period under audit and consequently the verification of end use of the same does not arise.(xxi)According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported.

(xxi) According to the information and explanations given to us no fraud on or by the Company has been noticed or reported.

for and on behalf of M/s. Shekar & Yathish Chartered Accountants

FRNo.008964S

Place: Bangalore Kusuma Yathish Date : 20-08 - 2012 Partner.

Membership Number -209637


Mar 31, 2010

We have audited the attached Balance Sheet of M/s Sika Interplant Systems Limited as at 31st March 2010, the Profit and Loss Account and the Cash Flow Statement 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.

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. Wei believe that our audit provides a reasonable basis for our opinion:

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

2. In our opinion, proper Books of Accounts as required by law have been kept by the Company so far as appears from our examinations of these books.

3. The Balance Sheet and the Profit and Loss Account dealt with by this report are in agreement with the Books of Accounts

4. In our opinion the Balance Sheet and the Profit and Loss Account comply with the Accounting Standards referred to in Subsection (3C) of Section 211 of the Companies Act, 1956.

5. On the basis of the written representation received from the Directors as on 31 -03-2010, and taken on record by the Board of Directors, we report that none of the Directors is prima-facie disqualified as on 31st March, 2010 from being appointed as Directors in terms of clause (g) of sub-section (1) of Section 274 of The Companies Act, 1956.

6. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the Significant Accounting Policies and Notes to the Accounts, give the information required by the Act, in the manner so required and also give a true and fair view in conformity with the accounting principles generally accepted in India subject to note no.7 of the notes on accounts.

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

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

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

7. 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 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we give below a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

(b) All the assets have been physically verified by the management at reasonable intervals. Having regard to the size of the company and the nature of its assets , no material discrepancies were noticed on such verification.

(c) In our opinion and acceding to the information and explanations given to us, substantial part of the fixed assets has not been d posed off by the Company during the year.

(ii) (a) The inventory has been physically verified during the year by the management.

( b) The company is maintaining proper records of Inventory, minor discrepancies noticed on such physical verification have been properly dealt with in the books of accounts.

(iii) (a) The Company has granted an interest free unsecured loan to one company listed in the register main tained Under Section 301 of the Act. The maximum amount involved during the year and the year end balance of such loan is Rs.20,03,483/-.

(b) In respect of the interest free unsecured loan given to its subsidiary company no terms of repayment has been prescribed and hence no amounts have become overdue.

(c) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Act.

(d) in view of what is stated in Para (c) above, the matters to be reported vide sub clause (f) and (g) of clause (iii) with regard to the rate of interest, terms and conditions of loan being prejudicial to the interests o (iv) There are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets, and the sale of goods. Further, on the basis of our examination of the books and records of the Company, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) (a) According to the information and explanations given to us, the particulars of transactions or arrangements that were required to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered;

(b) In respect of transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time; (vi) In view of the Company not having accepted deposits in terms of the provisions of sections 58 A and 58 AA and other relevant provisions of the Companies Act 1956 the compliance requirements as mentioned thereof do not arise.

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

(viii) According to the information and explanations given to us. The Central Government has not prescribed mainte nance of cost records under Sec. 209(1) (d) of the Companies Act 1956.

(ix) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it and according to the information and explanations given to us no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Custom Duty, Excise Duty and Cess were in arrears, as at 31.03.2010 for a period of more than six months from the date they became payable

(b) According to the information and explanation given to us, there.are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess which have not been deposited on account of any dispute.

(x) The Company has no accumulated losses at the end of the Financial year covered by our audit and in the immediately preceding Financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

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

(xiii) The Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of Clause 4 (xiii) of the Companies (Auditors Report) Order 2003 are not applicable to the Company.

(xiv) In our opinion the Company is not dealing in or trading in shares, securities, debentures and other invest ments. Accordingly, the provisions of Clause 4 (xiii) are not applicable to the company.

(xv) 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.

(xvi) The Company has raised a term Loan during the audit period and has been applied for the purposes for which it was raised

(xvii) 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 investment.

(xviii) According to the information and explanations given to us the Company has not made preferential allot ment of shares to parties and companies covered in the register maintained under section 301 of the Act,

(xix) According to the information and explanations given to us the Company had not issued any Debentures during the period under audit.

(xx) The Company has not made any public issues during the period under audit and consequently the verification of end use of the same does not arise.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported.

for and on behalf of

Place: Bangalore M/s. Shekar a Yathish

Date: 16/08/2010 Chartered Accountants

FRNO.008964S

Kusuma Yathish

Partner.

Membership Number -209637

 
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