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Auditor Report of Tarapur Transformers Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of TARAPUR TRANSFORMERS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31,2015, the Statement of Profit and Loss, 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

The Company's Management 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 the Companies (Accounts) Rules,2014. 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 the fraud or error.

Auditors' Responsibility

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

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

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with the 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 the internal control relevant to the Company's preparation of the financial statements that give true and fair view 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 the Management, as well as evaluating the overall presentation of the financial statements.

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

Basis for Qualified Opinion

(a) With regard to pending confirmation of balances of trade receivable.

The company has sent letters to customers in respect of trade receivables for confirming balances outstanding as at March 31,2015, but in most of the cases the customers have not sent written confirmation confirming the balance outstanding as at March 31,2015. In the absence of confirmation any provision to be made for adverse variation in the carrying amounts of trade receivable is not quantified.

(b) With regard to unsecured loans given to any party not covered in the register maintained under Section 189 of the Companies Act, 2013

The company has sent balance confirmation letters to parties who are not covered in the register maintained under Section 189 of the Companies Act, 2013, but in most of the cases the company have not received written confirmation confirming the balance outstanding as at March 31,2015. Further, in respect of loans granted, repayment of the principal amount was not as stipulated and payment of interest has also not been regular.

(c) Regarding non provision of Interest on various loans availed from Canara Bank for the financial year 2014-15

The Company has not provided for interest payable to Canara Bank amounting to Rs.668.09 Lacs for the year ended 31st March 2015. The Company has also not made any provision for penal interest claimed by the bank. As a result the loss for the year ended 31st March 2015 is understated by Rs.668.09 Lacs & current liabilities as at 31st March 2015 are also understated by Rs.668.09 Lacs and also reserves are overstated by Rs. 668.09 Lacs . The amount of penal interest cannot be quantified as the details have not been received from the bank.

Qualified Opinion

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

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

(b) in the case of the Statement of Profit and Loss, of the loss of the Company 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, 2015 ("the Order") issued by the Central Government of India in terms of Sub-Section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

d) Except for the effects of the matters described in the basis for qualified opinion paragraph, in our opinion, the Balance Sheet, the Statement of Profit and Loss comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of Companies (Accounts) Rules, 2014;

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

ANNEXURE TO THE AUDITORS' REPORT

In the Annexure, as required by the Companies (Auditor's Report) Order, 2015 issued by the Central Government in terms of Section 143 (11) of the Companies Act 2013, on the basis of checks, as we considered appropriate, we report on the matters specified in paragraph 3 and 4 of the said order to the extent applicable to the Company.

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

(b) The fixed assets were physically verified by the Management during the year. We have been informed that no material discrepancies were noticed on such physical verification.

ii. The stock of inventory has been physically verified during the year by the Management at reasonable intervals. 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. The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of stocks as compared to book records were not material; however the same have been dealt with the books of account.

iii. According to the information and explanations given to us, the Company has not granted unsecured loans to any party 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 is an adequate internal control system, commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit no major weakness has been observed in the internal controls.

v. The Company has not accepted any deposits from public during the year and accordingly the provisions of section 73 to 76 of the Act, and Rules framed there under and any directive issued by the Reserve Bank of India are not applicable to the Company.

vi. As per information & explanation given by the management, the Company has maintained cost records as required under sub section 1 of section 148 of the Companies Act, 2013. We have not, however, carried out a detailed examination of such records.

(a) According to information and explanation given to us, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, Income Tax, Wealth Tax, Sales Tax, Purchase Tax, Custom Duty, Cess, Entry Tax and Service Tax except following dues which are due since more than six months but still not paid :-

Nature of Statute Natures of Dues Amount Period to which (Rs. in Lacs) the amount relates

Central Sales TaxAct Central Sales Tax 2.37 FY2013-14 & Interest

Maharashtra Labour LabourWelfare Fund 0.01 FY2011-12 WelfareAct

Nature of Statute Due Date Date of Payment

Central Sales TaxAct 21st Day of the relevant next month Still not paid

Maharashtra Labour 31st May,2012 Still not paid WelfareAct



(b) According to the records of the Company Income-Tax which have not been deposited on account of disputes and the Forum where the dispute is pending are as under:

Nature of Statute Year Nature of Dues Pending

Sales Tax Act F.Y. 2008-2009 Sales Tax Demands pending in appeals

Sales TaxAct F.Y. 2011-2012 Sales Tax Demands pending in appeals

Income Tax Act F.Y.2009-2010 I. T. Demands under dispute and pending in appeals

Income Tax Act F.Y.2010-2011 I. T. Demands under dispute and pending in appeals

Income Tax Act F.Y.2011-2012 I. T. Demands under dispute and pending in appeals

Nature of Stat Amount Forum Where Dispute is pending

Sales Tax Act 128.11 Lacs D.C. APPEAL - PALGHAR

Sales TaxAct 8.38 Lacs D.C.APPEAL- PALGHAR

Income Tax Act 149.23 Lacs CITAPPEAL -II , FILED

Income Tax Act 72.60 Lacs CITAPPEAL -II , FILED

Income Tax Act 61.73 Lacs CITAPPEAL -II , FILED

(c) In our opinion and according to the information and explanation given to us, during the year, no amount was pending to be transferred to investor education and protection fund.

vii. The Company has accumulated losses of Rs. 2,997.00 Lacs as on 31st March, 2015 and the same is more than fifty per cent of its worth as on 31st March, 2015. The Company has incurred cash losses of Rs. 127.92 Lacs during the financial year 2014-15 covered by our audit and also incurred cash losses of Rs. 1,119.83 Lacs in the immediately preceding financial year 2013-14.

viii. In our opinion and according to the information and explanations given to us, the Company has defaulted in repayment of dues to banks. The detail of period and amount of default as ascertained by management is as follows:

Name of the Bank Nature of dues Amount (Rs. Lacs)

Dhanlaxmi Bank Ltd. Principal and Interest 192.01

Canara Bank Cash Credit Facility, 3,285.05 Over Draft Facility and interest

Name of the Bank Due Date Date of Payment

Dhanlaxmi Bank Ltd. Various dates Not Paid

Canara Bank Various dates Not Paid

x. According to the information and explanations given to us, no guarantee has been given for loans taken by others from banks or financial institutions.

xi. According to the information and explanations given to us, in our opinion, the term loans were used for the purpose for which the same were obtained.

xii Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For RAMAN S.SHAH & ASSOCIATES CHARTERED ACCOUNTANTS (CA Raman S. Shah) M.No.33272 PARTNER Firm Registration No.: 119891W Place: Mumbai, Date: 30th May, 2015


Mar 31, 2014

We have audited the accompanying financial statements of TARAPUR TRANSFORMERS LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2014, the Statement of profit and Loss and the Cash Flow Statement of the Company for the year ended and a summary of the significant accounting policies and other explanatory information, Which we have signed under reference to this report.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notifed under the Companies Act , 1956 of India (the "Act") read with the General Circular 15/2013 dated 13th September, 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.

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 and other applicable authoritative pronouncement issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material 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 the 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 the Management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is suffcient 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 accompanying financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(b) in the case of the Statement of profit and Loss, of the loss of the Company for the 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

ANNEXURE TO THE AUDITORS'' REPORT (Referred to in Para 3 of our Report of even date)

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of audit, we state that: i. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) The fixed assets were physically verified by the Management during the year. We have been informed that no material discrepancies were noticed on such physical verification.

(c) Substantial part of fixed assets has not been disposed of during the year.

ii. (a) The stock of inventory has been physically verified during the year by the Management at reasonable intervals.

(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) The company is maintaining proper records of inventory. The discrepancies noticed on physical verification of stocks as compared to book records were not material; however, the same have been properly dealt with in the books of account

iii. (a) The Company has granted interest free unsecured loans to one party covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 1.16 Crores and at the end of the year balance of loans granted to such party was NIL.

(b) The Company has taken interest free loans from three parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 3.33 Crores and at the end of the year balance of loans granted to such parties was Rs. 2.76 Crores.

(c) Except for the fact that these loans are interest free, in our opinion and according to the information and explanations given to us, the other terms and conditions of loans given are not prima facie prejudicial to the interest of the Company.

iv. In our opinion, there is an adequate internal control system, commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit no major weakness has been observed in the internal controls. v. In respect of contractor arrangements referred to in section 301 of the Companies Act, 1956

(a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of the contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of the contracts /arrangements entered in the Register maintained under section 301 of the Companies Act 1956 and exceeding the value of Rupees Five Lacs in respect of the each party during the year have been made at prices which are reasonable having regards to the prevailing market price at the relevant time.

vi. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public and therefore, the provisions contained in Sections 58A 58AA or any other relevant provisions of the Companies Act, 1956 and Rules framed there under are not applicable to the Company.

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

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

ix. a) According to the records of the Company Income-Tax which have not been deposited on account of disputes and the Forum where the dispute is pending are as under:

Nature of Statute Year Nature of Dues Pending Amount

Income Tax Act 1961 F.Y. 2009-10 Income Tax demand 149.22 Lacs

Income Tax Act 1961 F.Y. 2010-11 Income Tax demand 72.60 Lacs

Nature of Statute Forum Where Dispute is pending

Income Tax Act 1961 CIT Appeal, Thane

Income Tax Act 1961 CIT Appeal, Thane

b) According to information and explanation given to us, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, Income Tax, Wealth Tax, Sales Tax, Purchase Tax, Custom Duty, Cess, Entry Ta x and Service Ta x except following dues which are due since more than six months but still not paid:-

Amount (Rs. in Nature of Statute Natures of Dues Lacs)

MVAT Act VAT 15.14

Central Sales Tax Act CST 5.83

MVAT Act VAT 9.18

Central Sales Tax Act CST 0.90

Service Tax Act Service Tax 0.16

Service Tax Act Service Tax 0.23

Maharashtra Labour Welfare Labour Welfare Fund 0.01 Act

Professional Tax Act Professional Tax 0.89



Nature of Statute Period to which the Date of amount relates Due Date Payment

MVAT Act F.Y.2011-12 21/04/12 Still not paid

Central Sales Tax Act F.Y.2011-12 21/04/12 Still not paid

MVAT Act F.Y.2013-14 21/08/13 Still not paid

Central Sales Tax Act F.Y.2013-14 21/08/13 Still not paid

Service Tax Act F.Y.2013-14 06/05/13 Still not paid

Service Tax Act F.Y.2013-14 06/07/13 Still not paid

Maharashtra Labour Welfare Act F.Y.2011-12 25/07/12 Still not paid

Professional Tax Act F.Y.2013-14 30/04/14 Still not paid

x. The Company has accumulated losses of Rs. 26.64 Crores as on 31st March, 2014 and has incurred cash losses of Rs. 11.20 Crores during the financial year covered by our audit and Rs. 2.37 Crores in the immediately preceding financial year. xi. The Company has been defaulted in repayment of dues to financial institutions or banks.

1) Based on our audit procedures and as per the information and explanations given by management, the company has been defaulted in repayment of Interest on the Term Loan taken from the Dhanlaxmi Bank Ltd. Penal Interest on Interest is also overdue as on 31/03/2014.

The following are the details of the Delay.

Name of Bank Particulars Interest Overdue Penalty Overdue Period of (Rs. In Lacs ) (Rs. In Lacs ) Outstanding

Dhanlaxmi Term Loan 19.37 2.18 April 2013 Bank Ltd to March 2014

As explained to us, reasonable steps had already been taken for payment of principal.

2) Based on our Audit Procedures and as per the information and explanation given by management, the company has exceeded working capital demand loan of Canara Bank worth Rs. 30.00 crores and therefore bank has classified the account as substandard asset as on 02/12/2013.

3) Based on our Audit Procedures and as per the information and explanation given by management, the company has been delayed in the payment of the interest on Working Capital Loan taken from Canara Bank.

Name of Bank Particulars Interest Overdue Penalty Period of (Rs. In Lacs ) (Rs. In Lacs ) Outstanding

Canara Bank WCTL 15.29 0.69 On various dates

As explained to us, these delays had been rectifed & hence no delays exist as at 31/3/2014. Moreover WCTL has been paid & no more in existence as at 31/3/2014.

4) Based on our Audit Procedures and as per the information and explanation given by management, the company has been delayed in the payment of dues to the banks in respect of Letters of Credit.

Particulars Amount (Rs. In Lacs ) Period of Delays

Letters of Credit 162.94 30 DAYS

5) In respect of loans granted to various parties, repayment of the principal amount was not as stipulated and payment of interest has also not been regular. xii. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi / mutual benefit fund / society.

Therefore, the provision of clause (xiii) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

xiv. The Company is not a dealer or trader in shares, securities, debentures and other investments. Therefore, the provisions of clause 4 (xiv) of the order are not applicable to the Company

xv. According to the information and explanations given to us, no guarantee has been given for loans taken by others from banks or financial institutions.

xvi. According to the information and explanations given to us, in our opinion, the term loans were used for the purpose for which the same were obtained xvii. According to the information and explanations given to us and on an overall examination of the cash fow statement and balance sheet of the Company, in our opinion, the funds raised on short term basis have not been used for long term investments.

xviii. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

xix. The company has not issued debentures and hence requirement of reporting regarding creation of security in respect of debentures issued does not arise. xx. The Company has not raised any money by way of public issue during the year or in the recent past.

xxi. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For Raman S. Shah & Associates Chartered Accountants Firm Regn. No. 119891W (CA. Raman S. Shah) Partner Membership No. 033272 Mumbai, 28th May, 2014


Mar 31, 2013

1. We have audited the attached Balance Sheet of TARAPUR TRANSFORMERS LIMITED, as at 31st March, 2013 and also the Statement of Proft and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These fnancial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these fnancial statements based on our audit.

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

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

4. 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 and Statement of Proft and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) In our opinionA,A tnhne nuBuaalaaln lRceRe Sephpeoeort trant2d 02 S10ta1te 1-m 2e-n 02t 10o2f1 P2roft and Loss 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, as on 31st March 2013, and taken on record by the Board of Directors, we report that none of the directors is disqualifed as on 31st March, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vi) 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 31st March, 2013;

(b) in the case of the Statement of Proft 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 fows for the year ended on that date.



ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in Para 3 of our Report of even date) As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 and explanations given to us and on the basis of such checks, as we considered appropriate, we have to state that:- The nature of the Company''s business during the year has been such that clause (xiii) pertaining to Chit Funds etc, and clause (xiv) pertaining to Dealing/ Trading in Securities etc, of paragraph 4 of the Companies (Auditor''s Report) Order, 2003, are not applicable to the Company.

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

(b) The fxed assets were physically verifed by the Management during the year. We have been informed that no material discrepancies were noticed on such physical verifcation.

(c) Substantial part of fxed assets has not been disposed of during the year.

ii. (a) The stock of inventory has been physically verifed during the year by the Management at reasonable intervals.

(b) In our opinion, the procedures of physical verifcation 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) The company is maintaining proper records of inventory. The discrepancies noticed on physical verifcation of stocks as compared to book records were not material; however, the same have been properly dealt within the books of account.

iii. (a) The Company has during the year granted unsecured loans to one party covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 1.55 Crores and at the end of the year balance of loans granted to such parties was Rs. 1.18 Crores.

(b) The Company has during the year taken loans from four parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 2.56 Crores and at the end of the year balance of loans granted to such parties was Rs. 2.36 Crores

(c) In our opinion, the rate of interest and other terms and conditions on which the loans had been granted by the company from parties listed in the register maintained under section 301 of the Companies Act, 1956 are not prima facie, prejudicial to the interest of the Company.

iv. In our opinion, 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 fxed assets and for the sale of goods. During the course of our audit no major weakness has been observed in the internal controls.

v. (a) The particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

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

vi. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public and therefore, the provisions contained in Sections 58A, 58AA or any other relevant provisions of the Act and Rules framed there under are not applicable to the Company.

vii. In our opinion, the company has an internal audit system commensurate with its size and nature of its business. viii. According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956.

ix. a) According to the records of the Company Income-Tax which have not been deposited on account of disputes and the Forum where the dispute is pending are as under:

Nature of Statute Year Nature of Dues Amount Forum Where Pending Dispute is pending

Income Tax Act A.Y.2010-11 Income Tax 149.22 CIT Appeal, 1961 Lacs Thane

b) According to information and explanation given to us, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, Income Tax, Wealth Tax, Sales Tax, Purchase Tax, Custom Duty, Cess, Entry Tax and Service Tax except following dues which are due since more than six months but still not paid :-

Amount Nature of Statute Natures of Dues (Rs. in Lacs)

Central Sales Tax Act CST 7.69

MVAT Act VAT 20.09

Service Tax Act Service Tax 1.16

Income Tax Act TDS 1.52

Maharashtra Labour Welfare Act Labour Welfare Fund 0.01

Professional Tax Act Professional Tax 0.62



Nature of Statute Period to which the amount Due Date Date of Payment relates

Central Sales Tax Act F.Y.2011-12 21/04/12 Still not paid

MVAT Act F.Y.2011-12 21/04/12 Still not paid

Service Tax Act F.Y..2012-13 06/10/12 Still not paid

Income Tax Act F.Y..2012-13 07/10/12 Still not paid

Maharashtra Labour F.Y..2011-12 25/07/12 Still not paid Welfare Act

Professional Tax Act F.Y..2012-13 30/11/12 Still not paid

x. The Company has accumulated losses of Rs. 14.52 Crores as on 31st March, 2013 and has incurred cash losses of Rs. 2.37 Crores during the fnancial year covered by our audit and Rs. 7.15 Crores in the immediately preceding fnancial year.

xi. The Company has not defaulted in repayment of dues to fnancial institutions or banks.

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

xiii. According to the information and explanations given to us, no guarantee has been given for loans taken by others from banks or fnancial institutions.

xiv. 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.

xv. On an overall basis, the funds raised on short-term basis have, prima facie, not been used for long-term investment.

xvi. The Company has not made preferential allotment of shares to parties and companies covered in the Register, maintained under section 301 of the Companies Act, 1956, during the year.

xvii. The company has not issued debentures and hence requirement of reporting regarding creation of security in respect of debentures issued does not arise.

xviii. Based on the checks carried out by us, any fraud on or by the Company has not been noticed or reported during the year.

For Raman S. Shah & Associates

Chartered Accountants

Firm Regn. No.: 119891W

(CA Raman S. Shah)

Partner

Membership No. 033272

Place: Mumbai,

Date : 29th May 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of TARAPUR TRANSFORMERS LIMITED, as at 31st March, 2012 and also the Statement of Profit and Loss 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.

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

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, I956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

(iv) In our opinion, the Balance Sheet and Statement of Profit and Loss 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, as on 31st March 2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (I) 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 give the information required by the Companies Act, I956, 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 3Ist March, 20I2;

(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.

As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 and explanations given to us and on the basis of such checks, as we considered appropriate, we have to state that:- The nature of the Company's business during the year has been such that clause (xiii) pertaining to Chit Funds etc, and clause (xiv) pertaining to Dealing/Trading in Securities etc, of paragraph 4 of the Companies (Auditor's Report) Order, 2003, are not applicable to the Company.

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

(b) The fixed assets were physically verified by the Management during the year. We have been informed that no material discrepancies were noticed on such physical verification.

(c) Substantial part of fixed assets has not been disposed of during the year.

ii. (a) The stock of inventory has been physically verified during the year by the Management at reasonable intervals.

(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) The company is maintaining proper records of inventory. The discrepancies noticed on physical verification of stocks as compared to book records were not material; however, the same have been properly dealt with in the books of account.

iii. (a) The Company has during the year granted unsecured loans to one party covered in the register maintained under Section 301 of the Companies Act, l956.The maximum amount involved during the year was Rs. 1.49 Crores and at the end of the year balance of loans granted to such parties was Rs. 1.49 Crores.

(b) The Company has not taken any loans from parties covered in the register maintained under section 301 of the Companies Act, 1956.

(c) In our opinion, the rate of interest and other terms and conditions on which the loans had been granted by the company from parties listed in the register maintained under section 301 of the Companies Act, 1956 are not prima facie, prejudicial to the interest of the Company.

iv. In our opinion, there is an adequate internal control system, commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit no major weakness has been observed in the internal controls.

v. (a) The particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

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

vi. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public and therefore, the provisions contained in Sections 58A, 58AA or any other relevant provisions of the Act and Rules framed there under are not applicable to the Company.

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

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

ix. The Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-Tax, Sales-Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities except Maharashtra Value Added Tax Liability of Rs. 5,67,9701 - which is due since more than six months but still not paid.

x. The Company has accumulated losses of Rs.11.52 Crores as on 31st March, 2012 and has incurred cash losses of Rs. 7.15 Crores during the financial year covered by our audit and Rs. 5.32 Crores in the immediately preceding financial year.

xi. The Company has not defaulted in repayment of dues to financial institutions or banks.

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

xiii. According to the information and explanations given to us, no guarantee has been given for loans taken by others from banks or financial institutions.

xiv. 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.

xv. On an overall basis, the funds raised on short-term basis have, prima facie, not been used for long-term investment.

xvi. The Company has not made preferential allotment of shares to parties and companies covered in the Register, maintained under section 301 of the Companies Act, 1956, during the year.

xvii. The company has not issued debentures and hence requirement of reporting regarding creation of security in respect of debentures issued does not arise.

xviii. Based on the checks carried out by us, any fraud on or by the Company has not been noticed or reported during the year.

For Raman S. Shah & Associates

Chartered Accountants

Firm Regn. No.II989IW

(CA Raman S. Shah)

Partner

Mumbai, 14th August , 2012 Membership No. 033272


Mar 31, 2010

1. We have audited the attached Balance Sheet of TARAPURTRANSFORMERS LIMITED as at 31st March, 2010 and also the Profit and Loss Account for the period 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 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. Further to our comments in the Annexure referred to above, we report that :-

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

(b) In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books and proper returns adequate for the purpose of our audit have been received from the branches not visited by us. The Branch Auditors Report (s) have been forwarded to us and have been appropriately dealt with;

(c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account and with the audited returns from the branches;

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

(e) 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.

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 st March, 2010;

(ii) in the case of the Profit and Loss Account, of the profit for the period ended on that date; and

(iii) in the case of Cash Flow of the Cash Flow for the period ended on that date.

ANNEXURE TO AUDITORS REPORT REFERRED TO IN PARAGRAPH OF OUR REPORT OF EVEN DATE

1 In respect of its Fixed Assets

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

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

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

2 In respect of its Inventories

a. As explained to us, inventories have been physically verified by the management at regular intervals during the year.

b. In our opinion and according to the information & explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3 In respect of loans, secured or unsecured, granted or taken by the company to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

We are informed that the Company has not taken unsecured loans, from companies, listed in the register maintained under Section 301 of the Companies Act, 1956.

4 In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods & services. During the course of our audit, we have not observed any major weaknesses in internal controls.

5 As explained to us there has not been any transaction during the year that need to be entered in the register maintained under section 301 of the Companies Act 1956 and exceeding during the year to Rs. 5,00,000 or more in respect of each such party.

6 The company has not accepted any deposits from the public. Hence the requirements of clause (vi) of paragraph 4 of the Order is not applicable to the company.

7 In respect of internal audit system of the company

As per informations & explanations given to us & taking into consideration the size and the nature of the business of the company ,this clause is not applicable.

8 In respect of maintenance of Cost Records u/s 209( I )(d) of the Companies Act, 1956.

As per informations & explanations given to us & taking into consideration the size and the nature of the business of the company ,this clause is not applicable.

9 In respect of undisputed statutory dues

According to the information and explanations given to us, there are no undisputed statutory dues payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty , cess which are outstanding as at for a period of more than six months from the date they became payable.

10 In respect of accumulated losses & Cash Losses

The Company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

11 According to the information and explanations given to us the company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

12 In our opinion and according to the information & explanation given to us , no loan and advances have been granted by the company on the basis of security by way of pledge of shares , debentures and other securities.

13 In our opinion, the company is not a Chit fund, Nidhi or mutual benefit Society, hence the requirements of clause (xiii) of paragraph 4 of the order is not applicable to the company.

14 The company is not dealing or trading in in shares, securities, debentures and other investments. Hence the requirement of clause (xiv) of paragraph 4 of the Order is not applicable to the company.

15 According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

16 To the best of our knowledge and belief and according to the information and explanations given to us, 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, no funds raised on short-term basis have been used for long-term investment. Similarly, no funds raised on long term basis have been used for short-term investment.

18 During the year , the company has not made preferential allotment of shares to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

19 The company has not issued any debentures. Hence the requirements of clause (xix) of paragraph 4 of the Order is not applicable to the company.

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

21 In our opinion & according to the information and explanations given to us, a fraud on or by the company has not been noticed or reported during the year.

For RAMAN S.SHAH & ASSOCIATES

Chartered Accountants FirmRegn.No. 119891W

(CA. RAMAN S. SHAH) Partner Membership No. 33272 Mumbai, 10th May, 2010


Mar 31, 2008

1. We have audited the attached Balance Sheet of TARAPUR TRANSFORMERS LIMITED as at 31st March, 2008 and also the Profit and Loss Account 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 auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-sectior (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4and5ofthe said Order.

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

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

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

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

d) In our opinion, the Balance Sheet, the Profit & Loss Account and Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956;

e) On the basis of written representations received from the Directors as on 31st March 2008 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2008 from being appointed as director in terms of clause (g) of sub Section (1) of section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements 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 in conformity with the accounting principles generally accepted in India:

1) In the case of Balance Sheet, of the State of Affairs of the Company as at 31st March, 2008;

2) In the case of Profit and Loss Account, of the Profit of the Company for the year ended on that date; and

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

Referred to in Paragraph of our Report of even date

1 In respect of its Fixed Assets

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

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

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

2 In respect of its Inventories

a) As explained to us, inventories have been physically verified by the management at regular intervals during the year.

b) In our opinion and according to the information & explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3 a) The company has granted unsecured loan and advance to two parties covered in the register maintained under section 301 of the Act. The maximum amount involved during the year and the year end balance of such loans aggregate to Rs. 16714265/- and Nil respectively. The Company has taken unsecured loans from three parties covered in the register maintained under section 301 of the Act. The maximum amount involved during the year and the year end balance of such loans aggregate to Rs. 44138377/- and Rs. 39895967/-

b) In our opinion, the rate of interest, wherever applicable and other terms and Conditions of loans taken as well as given are not prima facie prejudicial to the interest of the Company.

c) In respect of the aforesaid loans, the company is regular in repaying the principal amounts as stipulated and is also regular in payment of interest, where applicable. The parties are repaying the principal amounts, where applicable and are also regular in payment of interest, as and where stipulated.

d) In respect of the aforesaid loans, there is no overdue amount of more than Rupees one lac.

4 In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods & services. During the course of our audit, we have not observed any major weaknesses in internal controls.

5 In respect of particular of contracts or arrangements and transaction entered in the register maintained in pursuance of section 301 of the Companies Act, 1956:

a) To the best of our knowledge and belief and according to the information and explanations given to us, particulars of contracts or arrangements that needed to be entered into the register have been so entered.

b) According to the information and explanations given to us, each of the transactions in pursuance of such contracts/arrangements in excess of Rs. Five Lacs in respect of any party during the year, have been made at prices which are reasonable having regards to the prevailing market prices at the relevant time.

6 The company has not accepted any deposits from the public. Hence the requirements of clause (vi) of paragraph 4 of the Order is not applicable to the company.

7 In respect of internal audit system of the company

As per informations & explanations given to us & taking into consideration size and the nature of business of the company, this clause is not applicable.

8 In respect of maintenance of Cost Records u/s 209(l)(d) of the Companies Act,1956.

As per informations & explanations given to us & taking into consideration size and the nature of business of the company, this clause is not applicable.

9 In respect of undisputed statutory dues

According to the information and explanations given to us, there are no undisputed statutory dues payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty , cess which are outstanding as at for a period of more than six months from the date they became payable.

10 In respect of accumulated losses & Cash Losses

The Company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

11 According to the information and explanations given to us the company has not defaulted in repayment of due to any financial institution or bank or debenture holder.

12 ln our opinion and according to the information & explantion given to us , no loan and advances have been granted by the company on the basis of security by way of pledge of shares , debentures and other securities.

13 In our opinion, the company is not a Chit fund, Nidhi or mutual benefit Society,Hence the requirements of clause (xiii) of paragraph 4 of the Order is not applicable to the company.

14 The company is not dealing or trading in shares, securities debentures and other investments. Hence the requirements of clause (xiv) of paragraph 4 of the Order is not applicable to the company.

15 According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

16 As per information and explanations given to us, term loans raised during the year have been applied for the purposed for which the same were obtained.

17 According to the information and explanations given to us, no funds raised on short-term basis have been used for long-term investment.

18 During the year, the company has not made preferential allotment of shares to a party listed in the register maintained under section 301 of the Companies Act, 1956. In our opinion the price at which shares have been issued are not prejudicial to the interest of the company.

19 The company has not issued any debentures. Hence the requirements of clause (xix) of paragraph 4 of the Order is not applicable to the company.

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

21 In our opinion & according to the information and explanations given to us, a fraud on or by the company has not been noticed or reported during the year.

For RAMANS. SHAH & CO. CHARTERED ACCOUNTANTS

PLACE: Mumbai RAMANS. SHAH

DATE:JUNE 17,2008. (PROPRIETOR)

 
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