Auditor Report of Standard Batteries Ltd.

Mar 31, 2015

1. We have audited the accompanying financial statements of Standard Batteries Limited ("the Company"), which comprise the balance sheet as at March 31, 2015, and the statement of profit and loss and cash flow for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

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

Auditor's Responsibility

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

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

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 1 43(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.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial 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.

7. 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

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

Report on Other Legal and Regulatory Requirements

9. As required by the Companies (Auditor's Report) Order, 2015, issued by the Central Government of India in terms of sub-Section (11) of Section 143 of the Act (the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

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

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

f. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014(as amended), 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 no. 1.2 to the financial statements.

ii. The Company did not have any long term contracts including derivative contracts for which the Company was required to make provision under the applicable law or accounting standards, for material foreseeable losses.

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

Annexure to the Auditor's Report referred to in our report of even date referred to in paragraph 9 of our report of even date on the accounts of Standard Batteries Limited ended March 31,2015

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

(b) The Company has a regular programme of verification, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on verification.

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

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

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of the inventory. No discrepancies were noticed on physical verification of inventory as compared to the book records.

3 The Company has not granted any loans, secured or unsecured, to Companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013. Therefore, the provisions of clause (iii) (a) and (b) of Paragraph 3 of the said Order are not applicable to the Company.

4 In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for sale of goods and services. On the basis of our examination of the books and records of the Company and according to the information and explanations given to us, we have neither come across, nor have we been informed of, any continuing failure to correct any major weaknesses in the aforesaid internal control system.

5 In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 or any other relevant provisions of the Act and Rules framed thereunder to the extent notified. Consequently, no order has been passed by the Company Law Board or National Company Law Commission or Reserve Bank of India or any court or any other tribunal on the Company.

6 According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of subsection (1) of Section 209 of the Companies Act, 1956, in respect of the activities carried on by the Company. Therefore the provisions of clause (vi) of paragraph 3 of the Order are not applicable to the Company.

7 (a) According to the records of the Company and information and explanations given to us, the Company is regular in depositing undisputed statutory dues including Provident fund, Employees' state insurance, Income tax, Sales tax, Wealth tax and service tax, duty of customs, duty of excise, value added tax, cess and other applicable statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues are in arrears, as on 31st March 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and records of the Company examined by us, there are no dues of income tax, sales tax, wealth tax, service tax, duty of excise, duty of customs, value added tax, and cess which have not been deposited on account of any dispute other than the following disputed demands.

Name of the Statute Nature of the Dues



Cuttack

Central Sales Tax AY 96-97 Sales Tax

Sales Tax AY 95-96 Sales Tax

Sales Tax AY 96-97 Sales Tax

Sales Tax AY 97-98 Sales Tax



1. Guwahati

Central Sales Tax AY 94-95 Sales Tax

Central Sales Tax AY 95-96 Sales Tax

Central Sales Tax AY 96-97 Sales Tax

Central Sales Tax AY 97-98 Sales Tax

Sales Tax AY 93-94 Sales Tax

Sales Tax AY 94-95 Sales Tax

Sales Tax AY 95-96 Sales Tax

Sales Tax AY 96-97 Sales Tax

Sales Tax AY 97-98 Sales Tax



2. Indore Sales Tax AY 1997-98 Sales Tax

3. Termination/Retirement Benefits

4. Provident Fund Penalty



5. Income tax (A.Y)

1974 -75

1975-76

1978-79

1980-81

2007-08

2009-10



Forum where dispute is Amount Name of the Statute pending (Rs. in 000)

Cuttack Appellate Tribunal 74

Central Sales Tax AY 96-97 Appellate Tribunal Appellate 284

Sales Tax AY 95-96 Tribunal Appellate Tribunal 188

Sales Tax AY 96-97 193

Sales Tax AY 97-98 739



1. Guwahati Appellate Tribunal Appellate 59

Central Sales Tax AY 94-95 Tribunal Appellate Tribunal 228

Central Sales Tax AY 95-96 Appellate Tribunal Appellate 314

Central Sales Tax AY 96-97 Tribunal Appellate Tribunal 381

Central Sales Tax AY 97-98 Appellate Tribunal Appellate 72

Sales Tax AY 93-94 Tribunal Appellate Tribunal 341

Sales Tax AY 94-95 396

Sales Tax AY 95-96 48

Sales Tax AY 96-97 246

Sales Tax AY 97-98 2085

Appellate Tribunal 54 2. Indore Sales Tax AY 1997-98 High court 442

3. Termination/Retirement Benefits PF Tribunal 1457

4. Provident Fund Penalty 1899



5. Income tax (A.Y) Bombay High Court Bombay 898

1974 -75 High Court Bombay High Court 110

1975-76 Bombay High Court CIT(A) 105

1978-79 CIT(A) 327

1980-81 10

2007-08 2609

2009-10 4059

8098

Total

(c) The Company is not required to transfer any amount to Investor Education and Protection Fund.

8 Accumulated losses of the Company at the end of the financial year are exceeding fifty per cent of its net worth. The Company has not incurred cash losses in the current financial year and in the immediately preceding financial year.

9 In our opinion and according to the information and explanations given to us, the Company has not taken any loans or advances from Financial Institutions and Banks or has not issued any debentures. Therefore the provisions of clause (ix) of paragraph 3 of the Order are not applicable to the Company.

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

11 To the best of our knowledge and belief and according to the information and explanations given to us, the Company has not taken any term loan during the year. Therefore, the provision of clause (xi) of paragraph 3 of the Order is not applicable to the Company.

12 During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For B. K. Khare & Co. Chartered Accountants Firm's Registration Number 105102W

Naresh Kumar Kataria Partner Membership Number 37825 Mumbai, May 29, 2015

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

2, The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act")read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act 2013.

This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error

Auditor''s Responsibility

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

4, An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements, The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error, In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the 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 financial statements,

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

7, As required by ''the Companies (Auditor''s Report) Order, 2003, as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004'', issued by the Centra Government of India in terms of sub-section (4A) of section 22 7 of the Act (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order,

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

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

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

c, the Balance Sheet and Statement of Profit and Loss 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, 1956read 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;

e, on the basis of written representations received from on the basis of written representations received from the Directors as on March 31, 2014, and taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2014, from being appointed as a Director in terms of clause (g) of sub- section (1) of section 2 74 of the Companies Act, 1956

ANNEXURE TO THE AUDITORS'' REPORT

Referred to in Paragraph (7) of our report of even date on the accounts of The Standard Batteries Limited ended 31 st March 2014

(a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets,

(b) The Company has a regular programme of verification, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets, No material discrepancies were noticed on verification,

(c) In our opinion and according to the information andexplanation given to us, during the year, theCompany has not disposed off its fixed assets,

ii, The Company carries out backtobacktrading and hence does not hold inventories, Therefore, comment relating to frequency of physical verification of inventory and adequacy of inventory records are not applicable,

iii The Company has not granted or taken any loans, secured or unsecured, to or from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956, Therefore, the provisions of sub- clause (b) to (g) of sub-paragraph (iii) of paragraph 4 of the Order are not applicable,

iv 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 nature of its business with regard to the purchase of inventory and fixed assets and sale of goods and services, Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have we been informed of any majorweakness in the internal control system,

v In our opinion and according to the information and explanations given to us, there were no transactions with any party that needed to be entered in the Register maintained in pursuance of section 301 of the Companies Act, 1956, As there are no transactions in case of any party that need to be entered in the Register maintained pursuant to section 301 of the Companies Act, 1956, sub-clause (b) of sub-para (v) of Para 4 of the Order is not applicable,

vi, In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA and any other relevant provisions of the Companies Act, 1956, and the rules framed there-under and therefore provision of clause (vi) of Paragraph 4 of the Order is not applicable to the Compan

vii, The Company has internal audit system, which in our opinion, is commensurate with the size of the Company and nature of its operations,

viii, According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of subsection (1) of section 209 of the Companies Act, 1956, in respect of the activities carried on by the Company, Therefore the provisions of clause (viii) of paragraph 4 of the Order are not applicable to the Company,

ix, (a) According to the records of the Company and information and explanations given to us, the Company has been generally regular in depositing undisputed statutory dues such as Income Tax (tax deducted at source) and VAT, Further we have been informed that, during the year other statutory liability like Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Wealth-Tax, Service- Tax, Customs Duty, Excise duty, cess are not applicable to the Company,

(b) No undisputed amounts payable in respect of Income Tax, Wealth Tax, Service Tax, Sales Tax.Custom duty, Excise duty and Cess were in arrears, as on 31 st March 2014 for a period of more than six months from the date they became payable,

(c) According to the information and explanations given to us, there are no dues of Sales Tax, Service Tax, Customs Duty, Income Tax, Wealth Tax, or Cess outstanding on account of any dispute as on 31st March 2014, other than the following disputed demands,

Amount

Nature of the Forum where dispute is Sr.No Name of the Statute (Rs.in Dues pending 000)

1. Cuttack Central Sales Tax AY 96-97 Sales Tax Appellate Tribunal 74 Sales Tax AY 95-96 Sales Tax Appellate Tribunal 284 Sales Tax AY 96-97 Sales Tax Appellate Tribunal 188 Sales Tax AY 97-98 Sales Tax Appellate Tribunal 193

739

2. Guwahati

Central Sales Tax AY 94-95 Sales Tax Appellate Tribunal 59 Central Sales Tax AY 95-96 Sales Tax Appellate Tribunal 228 Central Sales Tax AY 96-97 Sales Tax Appellate Tribunal 314 Central Sales Tax AY 97-98 Sales Tax Appellate Tribunal 381

Sales Tax AY 93-94 Sales Tax Appellate Tribunal 72

Sales Tax AY 94-95 Sales Tax Appellate Tribunal 341

Sales Tax AY 95-96 Sales Tax Appellate Tribunal 396

Sales Tax AY 96-97 Sales Tax Appellate Tribunal 48

Sales Tax AY 97-98 Sales Tax Appellate Tribunal 246

2085

3. Central Excise Act, 1944

1996 Excise Duty Asst, Commissioner 45

1982 Excise Duty Asst, Commissioner 49

94

4. Indore

Sales Tax AY 1997-98 Sales Tax Appellate Tribunal 54

5. Termination/ Retirement Benefits High Court 420

6. Provident Fund Penalty PF Tribunal Court 1457

1877

7. Income tax (A.Y)

1974-75 Bombay High Court 898

1975-76 Bombay High Court 110

1978-79 Bombay High Court 105

1980-81 Bombay High Court 327

2007-08 CIT(A) 10

2009-10 CIT(A) 2609

4059

Total 8098

x, Accumulated losses of the Company at the end of the financial year are exceeding fifty per cent or more of its net worth, The Company has not incurred cash losses in the current financial year 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 taken any loans or advances from Financial Institutions and Banks or has not issued any debentures, Therefore the provisions of clause (xi) of paragraph 4 of the Order are not applicable to the Company

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

xiii, In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any Special Statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/Societies,

xiv In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments therefore provision of clause (xiv) of paragraph 4 of the Order are not applicable to the Company

xv, According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year

xvi, To the best of our knowledge and belief and according to the information and explanations given to us, the Company hasnot taken any term loan during the year, Therefore, the provision of clause (xvi) of paragraph 4 of the Order is not applicableto the Company

xvii, Company has not raised any funds during the year, Accordingly, clause (xvii) of paragraph 4 of the Order is notapplicable to the Company,

xviii, The Company has not made any preferential allotment to parties and companies covered under register maintained under Section 301 of the Companies Act, 1956

xix, The Company did not issue any debentures during the year and therefore, the provisions of clause 4(xix) of the Order are not applicable to the Company,

xx, During the year, the Company has not made any public issue of equity shares, Therefore, the provisions of Clause 4(xx) of theOrder are not applicable to the Company,

xxi, Based on the audit procedures performed and as per the information and explanations given by the management, no fraud on or by the Company was noticed or reported during the year,

For B. K. Khare & Co. Chartered Accountants

Firm''s Registration Number 105102W

Devdatta Mainkar Partner

Membership Number: 109795 Mumbai, May 30, 2014

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Mar 31, 2013

Report on the Financial Statements The Standard Batteries Limited

1. We have audited the accompanying financial statements of The Standard Batteries Limited, which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in 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

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

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements, The procedures selected depend on the 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.

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

7, As required by 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 and Statement of Profit and Loss dealt with by this Report are in agreement with the books of account;

d. in our opinion, the Balance Sheet and Statement of Profit and Loss 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 March 31, 2013, and taken on record by the Board of Directors, none of the Directors are disqualified as on March 31, 2013, from being appointed as a Director in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956;

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 Paragraph (3) of our report of even date)

1) Fixed Assets

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

ii. Physical verification of fixed assets was carried out by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of physical verification of assets is reasonable having regard to the size of the Company and the nature of its assets,

iii. In our opinion and according to the information and explanation given to us, during the year, the Company has not disposed off its fixed assets.

2) Inventory

The Company carries out back to back trading and hence does not hold inventories.

3) Loans and Advances Granted / Taken from Certain Entities

According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured, from or to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and accordingly, clauses iii(b), iii(c), iii(d), iii(f) and iii(g) of paragraph 4 of the Order are not applicable to the Company.

4) Internal Control System

In our opinion and according to the information and explanation 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 purchases of inventory, fixed assets and for the sale of goods. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have we been informed of any major weakness in the internal control system.

5) Contracts or Arrangements referred to in section 301 of The Companies Act, 1956

i. Based on audit procedures applied by us, we are of the opinion that no contracts or arrangements referred to in sections 301 of the Companies Act, 1956 have been executed which require to be entered in the register maintained under that section.

ii. Since no contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been executed which require to be entered in the register maintained under that Section, Clause 4(v)(b) of the Order is not applicable to the Company.

6) Public Deposits

In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A, 58AA or any other relevant provisions of The Companies Act, 1956, and the rules framed there-under and therefore provision of clause (vi) of Paragraph 4 of the Order is not applicable to the Company.

7) Internal Audit System

The Company has an internal audit system, which in our opinion, is commensurate with the size of the Company and the nature of its business.

8) Cost Records

According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub- section (1) of section 209 of the Companies Act, 1956, in respect of the activities carried on by the Company. Therefore the provisions of clause (viii) of paragraph 4 of the Order are not applicable to the Company.

9) Statutory Dues

i. According to the information and explanation given to us and according to books and records of the Company, produced and examined by us, in our opinion, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues such as Income tax (Tax Deducted at Source) and VAT. Further we have been informed that, during the year other Statutory Liabilities such as Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Wealth tax, Service tax. Customs duty. Excise duty, Cess are not applicable to the Company.

ii. No undisputed amounts payable in respect of Income Tax, Wealth Tax, Service Tax, Sales Tax, Custom duty, Excise duty and Cess were in arrears, as on 31 st March 2013 for a period of more than six months from the date they became payable.

There are no dues of Income Tax, Wealth Tax, Service Tax, Sales Tax, Custom duty, Excise duty and Cess, which have not been deposited on account of dispute, other than the following disputed demands:

Sr. No. Name of the Statute Nature of the Forum where Amount Dues dispute is pending (Rs.in 000)

1. Cuttack Central Sales Tax AY 96-97 Sales Tax Appellate Tribunal 74 Sales Tax AY 95-96 Sales Tax Appellate Tribunal 284 Sales Tax AY 96-97 Sales Tax Appellate Tribunal 188 Sales Tax AY 97-98 Sales Tax Appellate Tribunal 193 739

2. Guwahati Central Sales Tax AY 94-95 Sales Tax Appellate Tribunal 59 Central Sales Tax AY 95-96 Sales Tax Appellate Tribunal 228 Central Sales Tax AY 96-97 Sales Tax Appellate Tribunal 314 Central Sales Tax AY 97-98 Sales Tax Appellate Tribunal 381 Sales Tax AY 93-94 Sales Tax Appellate Tribunal 72 Sales Tax AY 94-95 Sales Tax Appellate Tribunal 341 Sales Tax AY 95-96 Sales Tax Appellate Tribunal 396 Sales Tax AY 96-97 Sales Tax Appellate Tribunal 48 Sales Tax AY 97-98 Sales Tax Appellate Tribunal 246 2085

3. Central Excise Act, 1944 1996 to 1997 Excise Duty Dy. Commissioner 555 1996 to 1997 Penalty Dy. Commissioner 2350 1996 Excise Duty Asst. Commissioner 34 1982 Excise Duty Asst. Commissioner 49 2988

4. Indore Sales Tax AY 1997-98 Sales Tax Appellate Tribunal 54 54

5. Termination/ Retirement Benefits High Court 397

6. Provident Fund Penally PF Tribunal 1457 Court

TOTAL (1 2 3 4 5) 7720

10) Accumulated Losses

Accumulated losses of the Company at the end of the financial year are exceeding fifty per cent of its net worth. The Company has not incurred cash loss during the financial year covered by our audit and in immediately preceding financial year.

11) Dues to Financial Institutions, Banks and Debenture Holders

In our opinion and according to the information and explanations given to us, the Company has not taken any loans or advances from financial institutions and banks or has not issued any debentures. Therefore the provisions of clause (xi) of paragraph 4 of the Order are not applicable to the Company.

12) Security for Loans & Advances Granted

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

13) Special Statute

In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund / societies.

14) Dealings / Trading in Shares, Securities, Debentures and Other Investment

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

15) Guarantees Given

According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

16) Term Loans

To the best of our knowledge and belief and according to the information and explanations given to us, the company has not taken any term loan during the year. Therefore, the provision of clause (xvi) of paragraph 4 of the Order is not applicable to the Company.

17) Utilisation of Funds

The Company has not raised any funds during the year. Accordingly, clause (xvii) of paragraph 4 of the Order is not applicable to the Company.

18) Preferential Allotment of Shares

During the year, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

19) Securities of Debenture Issued

The Company has not issued any debentures during the year and therefore, the provisions of clause 4(xix) of the Order are not applicable to the Company.

20) Public Issue of Equity Shares

During the year, the Company has not raised any money by public issue. Therefore, the provisions of clause 4(xx) of the Order are not applicable to the Company

21) Frauds Noticed

During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management.

For B. K. Khare & Co.

Chartered Accountants

Firm''s Registration Number 105102W

Jayesh Thakur

Partner

Membership No. 39168

Place : Mumbai

Date : 28 th May 2013

---

Mar 31, 2012

1, We have audited the attached Balance Sheet of THE STANDARD BATTERIES LIMITED at 31st March, 2012, Statement of Profit and Loss and the 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,

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

3, As required by the Companies (Auditor's Report) Order, 2003 (hereinafter referred to as 'the Order'), 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 of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraph 4 & 5 of the said order.

4, Further to our comments in the Annexure referred to in paragraph (3) above, we report that:

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

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

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

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

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

(vi) This report is subject to:

[a] Confirmation and reconciliation of balances in accounts as at the Balance Sheet date as referred to in Note 1.3.

(vii) Except as stated in paragraph 4(vi) above, in our opinion, and to the best of our information and according to the explanations given to us, they said accounts read together with significant accounting policies & notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(b) in the case of the Statement of Profit and Loss, of the 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.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in Paragraph (3) of our report of even date)

1) Fixed Assets:-

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

ii. Physical verification of fixed assets was carried out by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of physical verification of assets is reasonable having regard to the size of the Company and the nature of its assets.

iii. In our opinion and according' to the information and explanation given to us, during the year, the Company has not disposed off its fixed assets.

2) Inventory:-

The Company carries out back to back trading and hence does not hold inventories.

3) Loans and Advances Granted / Taken from Certain Entitles

According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured, from or to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and accordingly, clauses iii(b), iii(c), iii(d), iii(f) and iii(g) of paragraph 4 of the Order are not applicable to the Company.

4) Internal Control System:-

In our opinion and according to the information and explanation 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 purchases of inventory, fixed assets and for the sale of goods. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have we been informed of any major weakness in the internal control system,

5) Contract or Arrangement Referred to in Section 301 of The Companies Act, 1956:- 1 i. Based on audit procedures applied by us, we are of the opinion that no contracts or arrangements referred to in sections 301 of the Companies Act, 1956 have been executed which require to be entered in the register maintained under that section.

ii. ' Since no contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been executed which require to be entered in the register maintained under that section, Clause 4(v)(b) of the Order is not applicable to the Company.

6) Public Deposits:-

In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A, 58AA or any other relevant provisions of The Companies Act, 1956, and the rules framed there-under and therefore provision of clause (vi) of Paragraph 4 of the Order is not applicable to the Company.

7) Internal Audit System:-

The Company has an internal audit system, which in our opinion, is commensurate with the size of the Company and the nature of its business.

8) Cost Records

According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub- section (1) of section 209 of the Companies Act, 1956, in respect of the activities carried on by the Company. Therefore the provisions of clause (viii) of paragraph 4 of the Order are not applicable to the Company.

9) Statutory Dues: -

i. According to the information and explanation given to us and according to books and records of the Company, produced and examined by us, in our opinion, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues such as Income tax (Tax Deducted at Source) and VAT. Further we have been informed that, during the year other Statutory Liabilities such as Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Wealth tax, Service tax, Customs duty, Excise duty, Cess are not applicable to the Company.

ii. No undisputed amounts payable in respect of Income Tax, Wealth Tax, Service Tax, Sales Tax, Custom duty, Excise duty and Cess were in arrears, as on 31 st March 2011 for a period of more than six months from the date they became payable.

iii. There are no dues of Income Tax, Wealth Tax, Service Tax, Sales Tax Custom duty, Excise duty and Cess, which have not been deposited on account of dispute, other than the following disputed demands:

Sr. No. Name of the Statute Nature of the Forum where Amount Dues dispute is pending (Rs.in 000)

1. Cuttack ,

Central Sales Tax AY 96-97 Sales Tax Appellate Tribunal 74

Sales Tax AY 95-96 Sales Tax Appellate Tribunal 284

Sales Tax AY 96-97 Sales Tax Appellate Tribunal 188

Sales Tax AY 97-98 Sales Tax Appellate Tribunal 193

739

2. Guwahati

Central Sales Tax AY 94-95 Sales Tax Appellate Tribunal 59

Central Sales Tax AY 95-96 Sales Tax Appellate Tribunal 228

Central Sales Tax AY 96-97 Sales Tax Appellate Tribunal 314

Central Sales Tax AY 97-98 Sales Tax Appellate Tribunal 381

Sales Tax AY 93-94 Sales Tax Appellate Tribunal 72

Sales Tax AY 94-95 Sales Tax Appellate Tribunal 341

Sales Tax AY 95-96 Sales Tax Appellate Tribunal 396

Sales Tax AY 96-97 Sales Tax Appellate Tribunal 48

Sales Tax AY 97-98 Sales Tax Appellate Tribunal 246

2085

3. Central Excise Act, 1944

1996 to 1997 Excise Duly Dy, Commis sioner 555

1996 to 1997 Penalty Dy. Commis sioner 2350

1996 Excise Duty Asst. Commissioner 34

1982 Excise Duty Asst. Commissioner 49

2988

4. Indore

Sales Tax AY 1997-98 Sales Tax Appellate Tribunal 54

54

5. Termination/ Retirement Benefits High Court 303

6. Provident Fund Penalty PF Tribunal 1457

Court

TOTAL (1 2 3 4 5 6) 7626

10) Accumulated Losses:-

Accumulated losses of the Company at the end of the financial year are exceeding fifty per cent of its net worth. The Company has not incurred cash loss during the financial year covered by our audit and in immediately preceding financial year.

11) Dues to Financial Institutions, Banks and Debenture Holders:-

In our opinion and according to the information and explanations given to us, the Company has not taken any loans or advances from financial institutions and banks or has not issued any debentures. Therefore the provisions of clause (xi) of paragraph 4 of the Order are not applicable to the Company.

12) Security for Loans & Advances Granted: -

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

13) Special Statute: -

In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund / societies.

14) Dealings / Trading in Shares, Securities, Debentures and Other Investment: -

In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments therefore provision of clause (xlv) of paragraph 4 of the Order are not applicable to the Company,

15) Guarantees Given: -

According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

16) Term Loans: -

To the best of our knowledge and belief and according to the information and explanations given to us, the company has not taken any term loan during the year. Therefore, the provision of clause (xvi) of paragraph 4 of the Order is not applicable to the Company. .

17) Utilization of Funds: -

The Company has not raised any funds during the year. Accordingly, clause (xvii) of paragraph 4 of the Order is not applicable to the Company. '

18) Preferential Allotment of Shares: -

During the year, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

19 Securities of Debenture Issued: -

The Company has not issued any debentures during the year and therefore, the provisions of clause 4(xix) of the Order are not applicable to the Company.

20) Public Issue of Equity Shares: -

During the year, the Company has not raised any money by public issue. Therefore, the provisions of clause 4(xx) of the Order are not applicable to the Company

21) Frauds Noticed: -

During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management.

For B. K. Khare & Co.

Chartered Accountants

Firm Reg. No. 105102W



Sunil Bhandari

Partner

Membership No.37388

Place : Mumbai

Date : 17th May 2012

---

Mar 31, 2011

1, We have audited the attached Balance Sheet of THE STANDARD BATTERIES LIMITED at 31st March, 2011 and also the Profit and Loss Account and the 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.

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

3. As required by the Companies (Auditor's Report) Order, 2003 (hereinafter referred to as "the Order'), 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 of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraph 4 & 5 of the said order.

4, Further to our comments in the Annexure referred to in paragraph (3) above, we report that:

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

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

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

(iv) In our opinion, the said Balance Sheet, Profit & Loss Account and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 the Companies Act, 1956, to the extent applicable;

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

(vi) This report is subject to following:

(a) Note 3 regarding balances in accounts referred to in said note, being subject to confirmation and reconciliation as at the balance sheet date.

(vii) Except as stated in paragraph 4(vi) above, in our opinion, and to the best of our information and according to the explanations given to us, the said accounts 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 31 st March, 2011;

(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.

For B. K. Khare & Co.

Chartered Accountants

Sunil Bhandari

Partner Membership No.37388 Firm Reg. No. 105102W

Place: Mumbai Date :30h May, 2011.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in Paragraph (3) of our report of even date on the accounts of THE STANDARD BATTERIES LIMITED ended 31st March, 2011)

1) FIXED ASSETS:-

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

ii. Physical verification of fixed assets was carried out by the management during the year and no material discrepancies were noticed on such verification, In our opinion, the frequency of physical verification of assets is reasonable having regard to the size of the Company and the nature of its assets.

iii. In our opinion and according to the information and explanation given to us, during the year, the Company has not disposed off its fixed assets.

2) INVENTORY: -

The Company carries out back to back trading and hence does not hold inventories,

3) LOANS AND ADVANCES GRANTED / TAKEN FROM CERTAIN ENTITES:-

According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured, from or to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and accordingly, clauses iii(b), iii(c), iii(d), iii(f) and iii(g) of paragraph 4 of the Order are not applicable to the Company.

4) INTERNAL CONTROL SYSTEM:-

In our opinion and according to the information and explanation 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 purchases of inventory, fixed assets and for the sale of goods. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have we been informed of any major weakness in the internal control system.

5) CONTRACT OR ARRANGEMENT REFERRED TO IN SECTION 301 OF THE COMPANIES ACT, 1956:-

i. Based on audit procedures applied by us, we are of the opinion that no contracts or arrangements referred to in sections 301 of the Companies Act, 1956 have been executed which require to be entered in the register maintained under that section.

ii. Since no contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been executed which require to be entered in the register maintained under that section, Clause 4(v)(b) of the Order is not applicable to the Company,

6) PUBLIC DEPOSITS:-

ln our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956, and the rules framed there-under and therefore provision of clause (vi) of Paragraph 4 of the Order is not applicable to the Company.

7) INTERNAL AUDIT SYSTEM:-

The Company has an internal audit system, which in our opinion, is commensurate with the size of the Company and the nature of its business.

8) COST RECORDS:-

According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956, in respect of the activities carried on by the Company. Therefore the provisions of clause (viii) of paragraph 4 of the Order are not applicable to the Company.

9) STATUTORY DUES: -

i. According to the information and explanation given to us and according to books and records of the Company, produced and examined by us, in our opinion, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues such as Income tax (Tax Deducted at Source) and VAT. Further we have been informed that, during the year ' other Statutory Liabilities such as Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Wealth tax, Service tax, Customs duly, Excise duly, Cess are not applicable to the Company.

ii. No undisputed amounts payable in respect of Income Tax, Wealth Tax, Service Tax, Sales Tax, Custom duty, Excise duty and Cess were in arrears, as on 31 st March 2011 for a period of more than six months from the date they became payable.

iii. There are no dues of Income Tax, Wealth Tax, Service Tax, Sales Tax, Custom duty, Excise duty and Cess, which have not been deposited on account of dispute, other than the following disputed demands:

Sr. Name of the Nature of Forum where Amount No. Statute the Dues dispute is pending (Rs.in OOO)

1. Cuttack

Central Sales Tax Sales Tax Appelatte Tribunal 74 AY 95-96 Sales Tax AY 95-96 Sales Tax Appelatte Tribunal 284

Sales Tax AY 96-97 Sales Tax Appelatte Tribunal 188

Sales Tax AY 97-98 Sales Tax Appelatte Tribunal 193

739

2. Guwahati

Central Sales Tax Sales Tax Appelatte Tribunal 59 AY 94-95

Central Sales Tax Sales Tax Appelatte Tribunal 228 AY 95-96

Central Soles Tax Sales Tax Appelatte Tribunal 314 AY 96-97

Central Sales Tax Sales Tax Appelatte Tribunal 381 AY 97-98

Sales Tax AY 93-94 Sales Tax Appelatte Tribunal 72

Sales Tax AY 94-95 Sales Tax Appelatte Tribunal 341

Sales Tax AY 95-96 Sales Tax Appelatte Tribunal 396

Sales Tax AY 96-97 Sales Tax Appelatte Tribunal 48

Sales Tax AY 97-98 Sales Tax Appelatte Tribunal 246

2085 3. Central Excise Act, 1944

1996 to 1997 Excise Duty Dy. Commissioner 555

1996 to 1997 Penalty Dy. Commissioner 2350

1996 Excise Duty Asst. Commissioner 34

1982 Excise Duty Asst. Commissioner 49

1995 to 1997 Penalty Supreme Court

2988

4. Termination / Retirement High Court 303 Benefits

5. Provident Fund Penalty PF Tribunal 1457

Court

TOTAL (1 2 3 4 5) 7572



10) ACCUMULATED LOSSES:-

Accumulated losses of the Company at the end of the financial year are exceeding fifty per cent of its net worth. The Company has not incurred cash loss during the financial year covered by our audit and in immediately preceding financial year.

11) DUES TO FINANCIAL INSTITUTIONS, BANKS AND DEBENTURE HOLDERS:-

In our opinion and according to the information and explanations given to us, the Company has not taken any loans or advances from financial institutions and banks or has not issued any debentures. Therefore the provisions of clause (xi) of paragraph 4 of the Order are not applicable to the Company.

12) SECURITY FOR LOANS & ADVANCES GRANTED: -

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

13) SPECIAL STATUTE: -

In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund /.societies.

14) DEALINGS / TRADING IN SHARES, SECURITIES, DEBENTURES AND OTHER INVESTMENT: -

In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments therefore provision of clause (xiv) of paragraph 4 of the Orde are not applicable to the Company.

15) GUARANTEES GIVEN: -

According to the information and explanations given to us the Company has not given any guarantee for loans taker by others from banks or financial institutions during the year.

16) TERM LOANS: -

To the best of our knowledge and belief and according to the information and explanations given to us, the Company has not taken any term loan during the year, Therefore, the provision of clause (xvi) of paragraph 4 of the Order are no applicable to the Company,

17) UTILISATION OF FUNDS: -

The Company has not raised any funds during the year Accordingly, clause (xvii) of paragraph 4 of the Order is no applicable to the Company.

18) PREFERENTIAL ALLOTMENT OF SHARES: -

During the year, the Company has not made any preferentia allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

19) SECURITES OF DEBENTURE ISSUED: -

The Company has not issued any debentures during the yea and therefore, the provisions of clause 4(xix) of the Order are not applicable to the Company,

20) PUBLIC ISSUE OF EQUITY SHARES: -

During the year, the Company has not raised any money bv public issue. Therefore, the provisions of clause 4(xx) of the Order are not applicable to the Company.

21) FRAUDS NOTICED:-

During the course of our examination of the books and records of the Company, carried out in accordance witlh the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management,

For B. K. Khare & Co.

Chartered Accountants

Sunil Bhandari

Partner Membership No.37388 Firm Reg. No. 105102W

Place: Mumbai Date : 30th May, 2011.

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of THE STANDARD BATTERIES LIMITED as at 31 st March, 2010 and also the Profit and Loss Account and the 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.

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

3. As required by the Companies (Auditors Report) Order, 2003 (hereinafter referred to as the Order), 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 of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraph 4 & 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph (3) above, we report that:

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

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

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

(iv) In our opinion, the said Balance Sheet, Profit & Loss Account and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 the Companies Act, 1956, to the extent applicable;

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

(vi) This report is subject to following:

(a) Note 3 regarding accounts having been prepared on a "going concern basis" for reasons stated therein; accordingly, the effect thereof on the financial statements cannot be ascertained.

(b) Note 4 regarding balances in accounts referred to in said note, being subject to confirmation and reconciliation as at the balance sheet date.

(vii) Except as stated in paragraph 4(vi) above, in our opinion, and to the best of our information and according to the explanations given to us, the said accounts 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 31 st 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 cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

(Referred to in Paragraph (3) of our report of even date on the accounts of THE STANDARD BATTERIES LIMITED ended 31st March, 2010)

1) FIXED ASSETS:-

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

ii. Physical verification of fixed assets was carried out by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of physical verification of assets is reasonable having regard to the size of the Company and the nature of its assets.

iii. In our opinion and according to the information and explanation given to us, during the year, the Company has not disposed off its fixed assets.

2) INVENTORY:-

i. The inventory of the Company has been physically verified by the management during the year. In our ¦ opinion, the physically verification is carried out by the management at reasonable intervals.

ii. In our opinion and according to the information and explanation provided to us, theprocedure of physical verification of inventory followed by the management was found reasonable and adequate in relation to the size of the Company and nature of its business.

iii. In our, opinion, the Company has maintained proper records of inventory. No discrepancies were observed on physical verification.

3) LOANS AND ADVANCES GRANTED / TAKEN FROM CERTAIN ENTITES:-

According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured, from or to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and accordingly, clauses iii(b), iii(c), iii(d), iii(f) and iii(g) of paragraph 4 of the Order are not applicable to the Company.

4) INTERNAL CONTROL SYSTEM:-

In our opinion and according to the information and explanation 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 purchases of inventory, fixed assets and for the sale of goods, Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have we been informed of any major weakness in the internal control system.

5) CONTRACT OR ARRANGEMENT REFERRED TO IN SECTION 301 OF THE COMPANIES ACT, 1956:-

i. Based on audit procedures applied by us, we are of the opinion that no contracts or arrangements referred to in sections 301 of the Companies Act, 1956 have been executed which require to be entered in the register maintained under that section.

ii. Since no contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been executed which require to be entered in the register maintained under that section. Clause 4(v)(b) of the Order is not applicable to the Company.

6)* PUBLIC DEPOSITS:-

In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956, and the rules framed thereunder and therefore provision of clause (vi) of Paragraph 4 of the Order is not applicable to the Company.

7) INTERNAL AUDIT SYSTEM:-

The Company has an internal audit system, which in our opinion, is commensurate with the size of the Company and the nature of its business.

8) COST RECORDS:-

According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956, in respect of the activities carried on by the Company. Therefore the provisions of clause (viii) of paragraph 4 of the Order are not applicable to the Company.

9) STATUTORY DUES: -

i. According to the information and explanation given to us and according to books and records of the Company, produced and examined by us, in our opinion, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues such as Income tax (Tax Deducted at Source) and VAT. Further we have been informed that, during the year other Statutory Liabilities such as Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Wealth tax, Service tax. Customs duly, Excise duty, Cess are not applicable to the Company.

ii. No undisputed amounts payable in respect of Income Tax, Wealth Tax, Service Tax, Sales Tax, Custom duty, Excise duty and Cess were in arrears, as on 31st March 2010 for a period of more than six months from the date they became payable.

iii. There are no dues of Income Tax, Wealth Tax, Service Tax, Sales Tax, Custom duty, Excise duty and Cess, which have not been deposited on account of dispute, other than the following disputed demands:



Sr. Name of the Statute Nature of Forum where Amount No. the Dues dispute is pending (Rs.in 000)

1. Cuttock

Central Sales Tax AY 96-97 Sales Tax Appelatte Tribunal 74

Sales Tax AY 95-96 Sales Tax Appelatte Tribunal 284

Sales Tax AY 96-97 Sales Tax Appelatte Tribunal 188

Sales Tax AY 97-98 Sales Tax Appelatte Tribunal 193

739

2. Guwahati

Central Sales Tax AY 94-95 Sales Tax Appelatte Tribunal 59

Central Sates Tax AY 95-96 Sales Tax Appelatte Tribunal 228

Central Sales Tax AY 96-97 Sales lax Appelatte Tribunal 314

Central Sales Tax AY 97-98 Sales Tax Appelatte Tribunal 381

Sales Tax AY 93-94 Sales Tax Appelatte Tribunal 72

Sales Tax AY 94-95 Sales Tax Appelatte Tribunal 341

Sales Tax AY 95-96 Sales Tax Appelatte Tribunal 396

Sales Tax AY 96-97 Sales Tax Appelatte Tribunal 48

Sales Tax AY 97-98 Sales Tax Appelatte Tribunal 246

2085

3. Central Excise Act, 1944 1996 to 1997 Excise Duty Dy. Commissioner 555

1996 to 1997 Penalty Dy. Commissioner 2350

1996 Excise Duty Asst. Commissioner 34

1982 Excise Duty Asst. Commissioner 49

1995 to 1997 Penalty Supreme Court

2988

4. Termination / Retirement Benefits High Court 303

5. Provident Fund Penalty PF Tribunal 1457

Court

TOTAL (1+2+3+4+5) 7572



10) ACCUMULATED LOSSES:-

Accumulated losses of the Company at the end of the financial year are exceeding fifty per cent of its net worth. The Company has not incurred cash loss during the financial year covered by our audit and in immediately preceding financial year.

11) DUES TO FINANCIAL INSTITUTIONS, BANKS AND DEBENTURE HOLDERS:-

In our opinion and according to the information and explanations given to us, the Company has not taken any loans or advances from financial institutions and banks or has not issued any debentures. Therefore the provisions of clause (xi) of paragraph 4 of the Order are not applicable to the Company

12) SECURITY FOR LOANS & ADVANCES GRANTED: -

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

13) SPECIAL STATUTE: -

In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund / societies.

14) DEALINGS / TRADING IN SHARES, SECURITIES, DEBENTURES AND OTHER INVESTMENT: -

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

15) GUARANTEES GIVEN: -

According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year,

16) TERM LOANS: -

To the best of our knowledge and belief and according to the information and explanations given to us, the company has not taken any term loan during the year. Therefore, the provision of clause (xvi) of paragraph 4 of the Order are not applicable to the Company.

17) UTILISATION OF FUNDS: -

The Company has not raised any funds during the year. Accordingly, clause (xvii) of paragraph 4 of the Order is not applicable to the Company.

18) PREFERENTIAL ALLOTMENT OF SHARES: -

During the year, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

19) SECURITES OF DEBENTURE ISSUED: -

The Company has not issued any debentures during the year and therefore,.the provisions of clause 4(xix) of the Order are not applicable to the Company.

20) PUBLIC ISSUE OF EQUITY SHARES: -

During the year, the Company has not raised any money by public issue. Therefore, the provisions of clause 4(xx) of the Order are not applicable to the Company.

21) FRAUDS NOTICED: -

During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, . we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management.

For B. K. Khare & Co.

Chartered Accountants

Sunil Bhandari

Partner

Membership No.37388

Firm Reg. No. 105102W

Place: Mumbai

Date :30th July, 2010.