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Auditor Report of Suprajit Engineering Ltd.

Mar 31, 2015

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

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 ('the Act') with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

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

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

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 standalone financial statements read together with significant accounting policies and other notes on financial statements attached thereto, 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 31st 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 section 143(11) of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the said Order, to the extent Applicable.

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

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

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

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

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

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

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

i. the Company has pending litigations disclosed as contingent liabilities in its Note No.23.6.1 to the financial statements, the impact if any on the final settlement of these litigations is not ascertainable at this stage;

ii. the Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses; and

iii. there were no delays in transferring undisputed amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year.

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

ANNEXURE REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING 'REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS' OF OUR INDEPENDENT AUDIT REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF SUPRAJIT ENGINEERING LIMITED FOR THE YEAR ENDED 31st MARCH 2015

(i) (a) As stated in Note No. 23.4, the full quantitative particulars giving item wise/ location wise details of fixed assets are maintained in the ERP system in respect of additions made after 1.4.2008. The particulars of fixed assets acquired prior to this date have been updated in the ERP system in a summarised format. However, item wise particulars are available for major assets in manual form.

(b) We are informed by the management that most of the fixed assets of the Company are being physically verified in accordance with a programme which however requires to be streamlined. According to the information and explanations given to us no material discrepancies were identified on such verification when compared with available records.

(ii) (a) We are informed that the inventory of raw materials, stores and spares, work-in-progress and finished goods in the custody of the Company are physically verified by the management on a quarterly basis as per a programme of perpetual inventory, the frequency of which, in our opinion is reasonable, having regard to the size of the Company and the nature of its business;

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

(c) The Company is maintaining proper records of inventory and as informed to us, discrepancies of material nature noticed on physical verification, by the management, have been properly dealt with in the books of account during the year.

(iii) According to the information and explanations given to us, the Company had not granted loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act 2013.

(iv) In our opinion and according to the information and explanations given to us, there are fairly adequate internal control systems commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. We have not noted any continuing failure to correct major weaknesses in internal control systems, subject to Auditor's Responsibility paragraph mentioned in the Independent Auditor's Report above.

(v) The Company has complied with the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed thereunder, applicable to the Company.

(vi) We have broadly reviewed the books of account and records maintained by the Company relating to the manufacture of auto components, for the maintenance of cost records under Section 148(1) of the Companies Act, 2013 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determining whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and as per our verification of the records of the Company, the Company has been fairly regular in depositing undisputed statutory dues including Provident fund, Employee's State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax, Cess, Investor Education and Protection Fund and other statutory dues with the appropriate authorities during the year to the extent applicable. There are no arrears of undisputed statutory dues of a material nature outstanding as at the last day of the financial year for a period of more than six months from the date on which they became payable.

(b) According to the information and explanations given to us and as per our verification of the records of the Company, the following disputed amounts of tax/ duty have not been deposited with appropriate authorities as at 31st March 2015:

Nameof the Nature the Amount Statute dues (Rs.)

Maharashtra VAT Act, 2002 # Value Added Tax 31,148,407*

central sales Tax Act,1956 # Central Sales Tax 1,802,062*

maharastra VAT Act, 2002 # Value Added Tax 29,085,990*

maharastra VAT Act, 2002 # Value Added Tax 24,474,972*

central sales Tax Act,1956 # Central Sales Tax 3,392,210*

Income tax Act,1961 Income Tax 4,515,160

Finance Act, 1994 Service Tax 432,920

Period (financial Nameof the year) to which the Forum where dispute Statute amount relates to is pending

Maharashtra VAT Joint Commissioner of Act, 2002 # 2006-07 Sales Tax (Appeals)

central sales Tax oint Commissioner of Act,1956 # 2006-07 Sales Tax (Appeals)

maharastra VAT Deputy Commissioner of Act, 2002 # 2008-09 Sales Tax(Appeals)

maharastra VAT Joint Commissioner of Act, 2002 # 2009-10 Sales Tax (Appeals)

central sales Tax Joint Commissioner of Act,1956 # 2009-10 Sales Tax (Appeals)

Income tax 2009-10 Commissioner of Act,1961 (AY 2010-11) Income Tax (Appeals)

Finance Act, 1994 2009-10 costom Excies & Service tax Appellate Tribunal

* net of Rs. 3,600,000/- paid under protest.

# a stay order has been received against the amount disputed and not deposited.

(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) There are no accumulated losses at the end of the financial year. The Company has also not incurred cash losses in the financial year and in the immediately preceding financial year.

(ix) According to the information and explanations given to us and as per our verification of the records of the Company, the Company has not defaulted in repayment of its dues to the financial institutions and banks.

(x) According to the information and explanations given to us, the terms and conditions of the guarantee given by the Company for loan taken by the subsidiary company from its banker, are not prima facie prejudicial to the interest of the Company.

(xi) According to the information and explanations given to us, and as per our verification of the records of the Company, it has availed a term loan in respect of capital projects under progress of RS. 50 crores during the year out of which as at 31st March 2015 RS. 32.56 crores were, prima facie, utilised by the Company for the purposes for which the loan was obtained and the balance of RS. 17.44 crores, as informed by the management of the Company, will be utilised towards the capital projects under progress.

(xii) According to the information and explanations given to us and the records of the Company examined by us, no material fraud either on or by the Company has been noticed or reported during the year.

For VARMA & VARMA Chartered Accountants FRN004532S

R KESAVADAS Place: Bangalore Partner Date : 29.05.2015 M. No. 23862


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Suprajit Engineering Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2013, and the Profit and Loss Statement 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 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 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.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with 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 31st, 2013;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Act, we enclose in the Annexure a statement on the matters specified in Paragraphs 4 and 5 of the said 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, Profit and Loss Statement, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR INDEPENDENT AUDIT REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF SUPRAJIT ENGINEERING LIMITED FOR THE YEAR ENDED 31st MARCH 2013

1. (a) As stated in Note No. 21.4, the full quantitative particulars giving item wise/location wise details of fixed assets are maintained in the ERP system in respect of additions made after 1.4.2008. The particulars of fixed assets acquired prior to this date have been updated in the ERP system in a summarized format. However, item wise particulars are available for major assets in manual form.

(b) We are informed by the management that most of the fixed assets of the Company are being physically verified in accordance with a programme. According to the information and explanations given to us no material discrepancies were identified on such verification when compared with available records.

(c) The Company has not disposed off substantial part of fixed assets during the year.

2. (a) We are informed that the inventory of raw materials, stores and spares in the custody of the Company are physically verified by the management on a continuing basis as per a programme of perpetual inventory and inventories of other items have been physically verified at the year-end, the frequency of which, in our opinion is reasonable, having regard to the size of the Company and the nature of its business;

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

(c) The Company is maintaining proper records of inventory and as informed to us, discrepancies of material nature noticed on physical verification, by the management, have been adequately adjusted in the books of account during the year.

3. According to the information and explanations given to us, the Company had not granted or taken loans, secured or unsecured, to/ from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956 except the fixed deposits accepted from relatives of directors in accordance with the fixed deposit scheme of the Company, the terms and conditions of which are prima facie not prejudicial to the interests of the Company and there are no arrears of principal or interest due. The payment of principal amount and interest in respect of such deposits are regular.

4. In our opinion and according to the information and explanations given to us, there are fairly adequate internal control systems commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. We have not noted any continuing failure to correct major weaknesses in internal control systems.

5. According to the information and explanations given to us, all transactions which require to be entered in a register maintained pursuant to Section 301 of the Companies Act, 1956 have been so entered. Where each such transaction is in excess of Rs. 5 lakhs in respect of any party, they have been made at cost/ negotiated prices and they either compare favourably with market prices or there are no comparable prices.

6. The Company has accepted deposits from the public and the provisions of sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under have been complied with.

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

8. We have broadly reviewed the books of account and records maintained by the Company relating to the manufacture of auto components, pursuant to the order made by the Central Government for the maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been maintained. We have, however, not made a detailed examination of the records with a view to determining whether they are accurate or complete.

9. (a) According to the information and explanations given to us and as per our verification of the records of the Company, the Company has been fairly regular in depositing undisputed statutory dues including Provident fund, Employee''s State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax, Cess and other statutory dues with the appropriate authorities during the year to the extent applicable. There are no arrears of undisputed statutory dues of a material nature outstanding for a period of more than six months from the date on which they became payable.

(b) According to the information and explanations given to us and as per our verification of the records of the Company, the following disputed amounts of tax/duty have not been deposited with appropriate authorities as at 31st March 2013:

Amount Period to which the Forum where Name of the Statute Nature of the dues (Rs. in lakhs) amount relates dispute is pending

Karnataka Value Added Tax Act, Joint Commissioner of Commercial Value Added Tax 131.59 FY 2010-11 2003 Taxes (Appeals)

FY 2001-02 Income Tax Act 1961 Income Tax 2.00 Hon''ble Karnataka High Court (AY 2002-03)

10. There are no accumulated losses at the end of the financial year. The Company has also not incurred cash losses during the year and in the immediately preceding financial year.

11. According to the information and explanations given to us and as per our verification of the records of the Company, the Company has not defaulted in repayment of dues to the financial institutions and banks.

12. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. Since the Company is not a chit fund/nidhi/mutual benefit fund/society, the relative reporting requirements are not applicable.

14. Since the Company is not dealing or trading in shares, securities, debentures or other investments, the relative reporting requirements are not applicable.

15. According to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by the subsidiaries from bank, are not prima facie prejudicial to the interests of the Company.

16. According to the information and explanations given to us, in our opinion, term loans availed by the Company were, prima facie, applied by the Company during the year for the purposes for which the loans were obtained.

17. According to the information and explanations given to us and as per our verification of the records of the Company, on an overall basis, at the year end, the Company has not utilized funds raised on short-term basis for long term purposes.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Act.

19. The Company has not issued any debentures during the year.

20. The Company has not raised any money by public issues during the year.

21. According to the information and explanations given to us and as per our verification of the records of the Company, no material fraud either on or by the Company has been noticed or reported during the year.

For VARMA & VARMA

Chartered Accountants

FRN004532S

R KESAVADAS

Place : Bangalore Partner

Date : 25th May, 2013 M. No. 23862


Mar 31, 2012

We have audited the attached Balance Sheet of SUPRAJIT ENGINEERING LIMITED as at 31st March 2012, the Profit and Loss Statement for the year ended on that date 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 auditing standards generally accepted in India. These 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.

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

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

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

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

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

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

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

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant accounting policies and notes on accounts attached thereto, 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 Profit and Loss Statement, of the Profit for the year ended on that date; and

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

ANNEXURE REFERRED TO IN PARAGRAPH I OF OUR AUDIT REPORT OF EVEN DATE ON THE ACCOUNTS OF SUPRAJIT ENGINEERING LIMITED FOR THE YEAR ENDED 31ST MARCH 2012

1. (a) As stated in Note No. 21.4, the full quantitative particulars giving item wise/location wise details of fixed assets are maintained in the ERP system in respect of additions made after 1.4.2008. The particulars of fixed assets acquired prior to this date have been updated in the ERP system in a summarized format. However, item wise particulars are available for major assets in manual form.

(b) We are informed by the management that most of the fixed assets of the Company are being physically verified in accordance with a programme. According to the information and explanations given to us no material discrepancies were identified on such verification when compared with available records.

(c) The Company has not disposed of substantial part of fixed assets during the year.

2. (a) We are informed that the inventory of raw materials, stores and spares in the custody of the Company are physically verified by the management on a continuing basis as per a programme of perpetual inventory and inventories of other items have been physically verified at the year-end, the frequency of which, in our opinion is reasonable, having regard to the size of the Company and the nature of its business;

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

(c) The Company is maintaining proper records of inventory and as informed to us, discrepancies of material nature noticed on physical verification, by the management, have been adequately adjusted in the books of account during the year.

3. According to the information and explanations given to us, the Company had not granted or taken loans, secured or unsecured, to/ from companies, frms or other parties covered in the register maintained under Section 301 of the Companies Act,1956, except the fixed deposits accepted from relatives of Directors in accordance with the fixed deposit scheme of the Company, the terms and conditions of which are prima facie not prejudicial to the interests of the Company and there are no arrears of principal or interest due. The payment of principal amount and interest in respect of such deposits are regular.

4. In our opinion and according to the information and explanations given to us, there are fairly adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. We have not noted any continuing failure to correct major weaknesses in internal control systems.

5. According to the information and explanations given to us, all transactions which require to be entered in a register maintained pursuant to Section 301 of the Companies Act, 1956, have been so entered. Where each such transaction is in excess of Rs. 5 lakhs in respect of any party, they have been made at cost/ negotiated prices and they either compare favourably with market prices or there are no comparable prices.

6. The Company has accepted deposits from the public and the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under have been complied with.

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

8. We have broadly reviewed the books of account and records maintained by the Company relating to the manufacture of auto components, pursuant to the order made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been maintained. We have, however, not made a detailed examination of the records with a view to determining whether they are accurate or complete.

9. (a) According to the information and explanations given to us and as per our verification of the records of the Company, the Company has been fairly regular in depositing undisputed statutory dues including Provident Fund, Employee's State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax, Cess, except for Rs. 88,698/- of Investor Education and Protection Fund paid after a delay of 58 days and other statutory dues with the appropriate authorities during the year to the extent applicable. There are no arrears of undisputed statutory dues of a material nature outstanding for a period of more than six months from the date on which they became payable.

(b) According to the information and explanations given to us and as per our verification of the records of the Company, the following disputed amounts of tax/duty have not been deposited with appropriate authorities as at 31st March 2012:

Name of the Nature of Amount Period to Forum where Statute the dues which the dispute is (Rs.) amount pending relates

Income Tax Act, Income Tax 451,715 FY 2008-09 Commissioner 1961 (AY 2009-10) of Income Tax (Appeals)

10. There are no accumulated losses at the end of the financial year. The Company has also not incurred cash losses during the year and in the immediately preceding financial year.

11. According to the information and explanations given to us and as per our verification of the records of the Company, the Company has not defaulted in repayment of dues to the financial institutions and banks.

12. The Company has not granted any loans or advances on the basis of security by way of pledge of Shares, Debentures and other securities.

13. Since the Company is not a chit fund/nidhi/mutual benefit fund/society, the relative reporting requirements are not applicable.

14. Since the Company is not dealing or trading in Shares, Securities, Debentures or other Investments, the relative reporting requirements are not applicable.

15. According to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by the subsidiaries from bank, are not prima facie prejudicial to the interests of the Company.

16. According to the information and explanations given to us, in our opinion, term loans availed by the Company were, prima facie, applied by the Company during the year for the purposes for which the loans were obtained.

17. According to the information and explanations given to us and as per our verification of the records of the Company, on an overall basis, at the year end, the Company has not utilized funds raised on short-term basis for long term purposes.

18. The Company has not made any preferential allotment of Shares to parties and companies covered in the Register maintained under Section 301 of the Act.

19. The Company has not issued any Debentures during the year.

20. The Company has not raised any money by public issues during the year.

21. According to the information and explanations given to us and as per our verification of the records of the Company, no material fraud either on or by the Company has been noticed or reported during the year.

For Varma & Varma

Chartered Accountants

FRN 004532S

R Kesavadas Place : Bangalore Partner

Date : 29th May, 2012 M. No. 23862


Mar 31, 2011

We have audited the attached Balance Sheet of SUPRAJIT ENGINEERING LIMITED as at 31 st March 2011, the Profit and Loss Account for the year ended on that date 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 auditing standards generally accepted in India. These 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.

As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in Paragraphs 4 and 5 of the said Order;

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

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

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

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

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

v. On the basis of written representations received from the directors and taken on record by the Board of Directors, we report that none of the director of the company 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. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant accounting policies and notes on accounts attached thereto, 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 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 the Cash Flow Statement, of the cash flows of the company for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH I OF OUR AUDIT REPORT OF EVEN DATE ON THE ACCOUNTS OF SUPRAJIT ENGINEERING LIMITED FOR THE YEAR ENDED 31st MARCH 2011

1. (a) As stated in Note No. 11(8) of Schedule 20, the full quantitative particulars giving item wise/location wise details of fixed assets are maintained in the ERP system in respect of additions made after 1.4.2008.The particulars of fixed assets acquired prior to this date have been updated in the ERP system in a summarized format. However, item wise particulars are available for major assets in manual form.

(b) We are informed by the management that most of the fixed assets of the company are being physically verified in accordance with a programme. According to the information and explanations given to us no material discrepancies were identified on such verification when compared with available records.

(c) The company has not disposed off substantial part of fixed assets during the year.

2. (a) We are informed that the inventory of raw materials, stores and spares in the custody of the company are physically verified by the management on a continuing basis as per a programme of perpetual inventory and inventories of other items have been physically verified at the year-end, the frequency of which, in our opinion is reasonable, having regard to the size of the company and the nature of its business;

(b) In our opinion and according to the explanations given to us, the procedures of physical verification of inventory followed by the management are fairly reasonable and adequate in relation to the size of the company and the nature of its business;

(c) The company is maintaining proper records of inventory and as informed to us, discrepancies of material nature noticed on physical verification, by the management, have been adequately adjusted in the books of account during the year.

3. According to the information and explanations given to us, the Company had not granted or taken loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956, except as under:

(a) The Company had granted loan to one such party in the previous year. At the year-end, the outstanding balances of such loans granted was Rs.Nil/- and the maximum amount involved during the year was Rs. 5,176,686/-, being the interest receivable on such loan.

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

(c) In respect of this loan, there was no fixed repayment schedule.

(d) 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 Companies Act, 1956 except for fixed deposits accepted from relatives of directors in accordance with the fixed deposit scheme of the company, the terms and conditions of which are prima facie not prejudicial to the interests of the company and there are no arrears of principal or interest due. The payment of principal amount and interest in respect of such deposits are regular.

4. In our opinion and according to the information and explanations given to us, there are fairly adequate internal control system commensurate with the size of the company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. We have not noted any continuing failure to correct major weaknesses in internal control systems.

5. According to the information and explanations given to us, all transactions which require to be entered in a register maintained pursuant to Section 301 of the Companies Act, 1956 have been so entered. Where each such transaction is in excess of Rs.5 lakhs in respect of any party, they have been made at cost/negotiated prices and they either compare favourably with market prices or there are no comparable prices.

6. The company has accepted deposits from the public and the provisions of sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under have been complied with.

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

8. We have broadly reviewed the books of account and records maintained by the Company relating to the manufacture of auto components, pursuant to the order made by the Central Government for the maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been maintained. We have, however, not made a detailed examination of the records with a view to determining whether they are accurate or complete.

9. (a) According to the information and explanations given to us and as per our verification of the records of the company, the company has been fairly regular in depositing undisputed statutory dues including Provident fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax, Cess, Investor Education and Protection Fund and other statutory dues with the appropriate authorities during the year to the extent applicable. There are no arrears of undisputed statutory dues of a material nature outstanding for a period of more than six months from the date on which they became payable.

(b) According to the information and explanations given to us and as per our verification of the records of the company, the following disputed amounts of tax/duty have not been deposited with appropriate authorities as at 31 st March 2011:

Amount Period to which the Forum where dispute is Name of the statute Nature of the dues (Rs. in tho usands) amount relates pending

Central Excise Act, Additional Commissioner, LTU Cenvat 1,434.04 2004-05 1944 Bangalore

10. There are no accumulated losses at the end of the financial year. The company has also not incurred cash losses during the year and in the immediately preceding financial year.

11. According to the information and explanations given to us and as per our verification of the records of the company, the company has not defaulted in repayment of dues to the financial institutions and banks.

12. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. Since the Company is not a chit fund/nidhi/mutual benefit fund/society, the relative reporting requirements are not applicable.

14. Since the Company is not dealing or trading in shares, securities, debentures or other investments, the relative reporting requirements are not applicable.

15. According to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by the subsidiaries from bank, are not prima facie prejudicial to the interests of the Company.

16. According to the information and explanations given to us, in our opinion, term loans availed by the Company were, prima facie, applied by the Company during the year for the purposes for which the loans were obtained.

17. According to the information and explanations given to us and as per our verification of the records of the company, on an overall basis, at the year end, the company has not utilized funds raised on short-term basis for long term purposes.

18. The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Act.

19. The company has not issued any debentures during the year.

20. The company has not raised any money by public issues during the year.

21. According to the information and explanations given to us and as per our verification of the records of the company, no material fraud either on or by the company has been noticed or reported during the year.

ForVARMA&VARMA Chartered Accountants FRN 004532S

CHERIAN K BABY Place: Bangalore Partner Date :30th May 2011 M. No. 16043


Mar 31, 2010

We have audited the attached Balance Sheet of SUPRAJIT ENGINEERING LIMITED as at 31st March, 2010, the Profit and Loss Account for the year ended on that date 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 auditing standards generally accepted in India. These 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.

As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in Paragraphs 4 and 5 of the said Order;

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

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

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

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

(iv) In our opinion,the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 21 I of the Companies Act, 1956;

(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 Director of the Company is disqualified as on 3 1st, March 2010,from being appointed as a director in terms of clause (g) of sub-section (I) of Section 274 of the CompaniesAct, 1956;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant accounting policies and notes on accounts attached thereto, 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 3 I 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 the Cash Flow statement, of the cash flows of the Company for the year ended on that date. ANNEXURE REFERRED TO IN PARAGRAPH I OF OUR AUDIT REPORT OF EVEN DATE ON THE ACCOUNTS OF SUPRAJIT ENGINEERING LIMITED FOR THE YEAR ENDED 31 ST MARCH 2010

1 (a) As stated in Note No. 11(8) of Schedule 20, the full quantitative particulars giving item wise/location wise details of fixed assets are maintained in the ERP system in respect of additions made after 1.4.2008. The fixed assets particulars prior to this period have been updated in the ERP system in a summarized format and additional particulars are maintained for major assets in manual form.

(b) We are informed by the management that most of the fixed assets of the Company are being physically verified in accordance with a programme.According to the information and explanations given to us no material discrepancies were identified on such verification when compared with available records.

(c) The Company has not disposed off substantial part of fixed assets during the year.

2 (a) We are informed that the inventory of raw materials, stores and spares in the custody of the company are physically verified by the management on a continuing basis as per a programme of perpetual inventory and inventories of other items have been physically verified at the year-end, the frequency of which, in our opinion is reasonable, having regard to the size of the company and the nature of its business;

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

(c) The Company is maintaining proper records of inventory and as informed to us, discrepancies of material nature noticed on physical verification, by the management, have been adequately adjusted in the books of account during the year.

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

(a) The Company had granted loan to one party in the current year apart from the existing loan to one party.At the year-end, the outstanding balances of such loans granted was Rs.Nil/- and the maximum amount involved during the year was Rs.69,739,687/-

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

(c) In respect of these loans there is no fixed repayment schedule.

(d) There are no overdue amounts of over Rs. I lakh remaining outstanding at the year-end, as explained to us.

(e) 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 Companies Act, 1956 except for fixed deposits accepted

from relatives of Directors in accordance with the fixed deposit scheme of the company, the terms and conditions of which are prima facie not prejudicial to the interests of the company and there are no arrears of principal or interest due.

(f) There is no fixed repayment schedule in respect of loans granted, the principal amount of the loan has been fully repaid during the year, however interest aggregating to Rs. 5,176,686/- is outstanding as on 31.03.2010.

4. In our opinion and according to the information and explanations given to us, there are fairly adequate internal control system commensurate with the size of the company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services.We have not noted any continuing failure to correct major weaknesses in internal control systems.

5. According to the information and explanations given to us, all transactions which require to be entered in a register maintained pursuant to Section 301 of the Companies Act, 1956 have been so entered. Where each of such transactions is in excess of Rs.5 lakhs in respect of any party, they have been made at cost/negotiated prices and they either compare favourably with market prices or there are no comparable prices.

6. The Company has accepted deposits from the public in earlier years and the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under have been complied with.

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

8. We have broadly reviewed the books of account and records maintained by the Company relating to the manufacture of auto components, pursuant to the order made by the Central Government for the maintenance of cost records under Section 209(l)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been maintained. We have, however, not made a detailed examination of the records with a view to determining whether they are accurate or complete.

9 (a) According to the information and explanations given to us and as per our verification of the record* of the Company, the Company has been fairly regular in depositing undisputed statutory dues including Provident fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax, Cess, Investor Education and Protection Fund and other statutory dues with the appropriate authorities during the year to the extent applicable.There are no arrears of undisputed statutory dues of a material nature outstanding for a period of more than six months from the date on which they became payable.

(b) According to the information and explanations given to us and as per our verification of the records of the Company, the following disputed amounts of tax/duty have not been deposited with appropriate authorities as at 3 I st March, 2010:

Name of the Nature of Amount Period to which the Forum where dispute

statute the dues (Rs. in thousands) amount relates is pending

Central Excise Cenvat 1,434.04 2004-05 Additional

Act, 1944 Commissioner LTU

10. There are no accumulated losses at the end of the financial year. The Company has also not incurred cash losses during the year and in the immediately preceding financial year.

11. According to the information and explanations given to us and as per our verification of the records of the Company, the Company has not defaulted in repayment of dues to the financial institutions and banks.

12. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. Since the Company is not a chit fund/nidhi/mutual benefit fund/society, the relative reporting requirements are not applicable.

14. Since the Company is not dealing or trading in shares, securities, debentures or other investments, the relative reporting requirements are not applicable.

15. According to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by the subsidiaries from bank, are not prima facie prejudicial to the interests of the Company.

16. According to the information and explanations given to us, in our opinion, term loans availed by the Company were, prima facie, applied by the Company during the year for the purposes for which the loans were obtained, other than temporary deployment pending application.

17. According to the information and explanations given to us and as per our verification of the records of the Company, on an overall basis, at the year end, the Company has not utilized funds raised on short-term basis for long term purposes.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Act.

19. The Company has not issued any debentures during the year.

20. The Company has not raised any money by public issues during the year.

21. According to the information and explanations given to us and as per our verification ofthe records of the companyno material fraud either on or by the Company has been notice or reported during the year.

For Varma & Varma

Chartered Accountants FRN 004532S

Cherian K Baby

Partner M. No. 16043

Place:Bangalore Date: 29th May, 2010




Mar 31, 2000

We have audited the attached Balance Sheet of SUPRAJIT ENGINEERING LIMITED as at 31st March 2000 and aiso the Profit and Loss Account for the year ended on that date annexed thereto and report that :

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

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

3. In our opinion the Profit and Loss Account and the Balance Sheet Comply with the Accounting Standards referred to in sub section (3C) of Section 211 of the Companies ACT, 1956.

4. In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to and I read with the notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view ;

a. in the case of the Balance Sheet of the state of affairs of the ; Company as at 31st March 2000, and

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

As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988 issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, we further report that :

i) The Company has maintained proper records to show full particulars including quantitative details and situation of fixed assets which were physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

ii) None of the fixed assets have been revalued during the year.

iii) The stocks of finished goods, stores, spare parts and raw materials have been physically verified by the management at reasonable intervals.

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

v) No material discrepancies have been noticed on physical verification of stocks as compared to book records.

vi) In our opinion, the valuation of stocks is fair and proper in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year.

vii) According to the information and explanations given to us, the Company has not, during the year, taken / granted any loans, secured or j unsecured, from / to companies, firms or other parties listed in the registers maintained under Section 301 of the Companies Act, 1956, where the rate of interest / and other terms and conditions of such loans are prima facie prejudicial to the interests of the Company. We are informed that there are no Companies under the same management within the meaning of Section 370(1B) of the Companies Act, 1956.

viii) Advances have been given oniy to the employees who are repaying the principal amount as stipulated. No interest is charged on such advances.

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

x) According to the information and explanations given to us, the Company has not entered into any transaction of purchase of goods and materials and sale of goods, materials and services, made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and aggregating to Rs. 50,000 or more during the year in respect of each party.

xi) According to the information and explanations given to us by the management, the Company did not have any unserviceable or damaged stores, raw materials or finished goods.

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

xiii) In our opinion, reasonable records have been maintained by the Company for the sale and disposal of scrap. The Company has no by-products.

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

xv) We have been informed that the Central Government has not prescribed maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956.

xvi) The Company has been generally regular in depositing Provident Fund and Employees State Insurance dues with the appropriate authorities.

xvii) No undisputed amount of taxes or duties were outstanding as on 31st March 2000, for a period of more than six months from the date they become payable.

xviii) According to the information and explanations given to us, no personal expenses of employees or directors have been charged to the revenue account of the Company other than those payable under contractual obligation, or in accordance with the generally accepted business practice.

xix) The Company is not a Sick Industrial Company within the meaning of Clause (O) of Sub-section (1) of Section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985.

for T.R. VARADARAJAN & ASSOCIATES

Chartered Accountants

Place: Bangalore T.R. VARADARAJAN

Date: 25th May 2000 Partner

 
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