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Auditor Report of Tecpro Systems Ltd.

Mar 31, 2014

1. Report on the Financial Statements

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

2. Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in Section 211 (3C) of the Companies Act,1956 (the "Act") (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. 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.

3. Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements.

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

4. Basis for Qualified Opinion

1. We refer to Note No. 32- regarding possible diminution in value of certain investments aggregating to Rs. 999.18 lakhs which has not been recognished in the statement of Profit and Loss for the year. The Statutory Auditors of one of the subsidiaries-Tecpro Systems (Singapore) Pte Limited (carrying value of Investment Rs.853.97 lakhs) has qualified the financial statements for the year ended March 31,2014 with regard to the going concern assumption adopted by the said subsidiary. The diminution in value of the said investment has not been provided for. Further, possible dimunition on other non-current investments of the company has also not , been reckoned in the statement of Profit and Loss for the year, based on assessments of the Company which is dependent on the achievement of certain projections by the said entities.

The attached financial statements do not include any adjustments that might result had the above uncertainties been known.

5. Qualified Opinion

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

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

b) in the case of the 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.

6. Emphasis of Matter We draw attention to

a) Note No.30(i) regarding assumption of going concern based on Company''s proposal for restructuring of debt which has been admitted by the CDR empowered group for Corporate Debt Restructuring.

b) Note No.30 (iii) regarding a sum of Rs.3,942.68.lakhs recognized as interest income arising from delayed payments made by certain customers pending confirmation from the said customers.

c) Note 30 (ii) and (iii) regarding certain debts considered realizable based on management''s representation regarding continuous steps / engagement with the customers for realisation of dues and adjustments,if any, arising out of circularization of balances of Debtors/ Vendors as detailed in Note 30 (iv) and providing for liquidated damages as detailed in Note 30 (v)

d) Note 38 regarding payment of remuneration to a managerial person being in excess of the limits specified by the relevant provisions of Companies Act 1956 by Rs.51.94 lakhs in respect of which the Company will seek approval of the shareholders and the Central Government.

Our opinion is not qualified in respect of the above matters.

7. Report on Other Legal and Regulatory Requirements

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

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

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) except for the effect of the matters described in the Basis for Qualified Opinion paragraph, in our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211 (3C) of the Act (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs).

e) on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT Re: TECPRO SYSTEMS LIMITED

Referred to in paragraph 7 under''Report on Other Legal and Regulatory Requirements''section of our report of even date

In our opinion and on the basis of such checks as we considered appropriate, and according to the information and explanations given to us, the nature of the Company''s business/ activities/ results during the year are such that clauses (iii)(e),(iii)(f),(iii) (g), (vi), (xii),(xiii), (xiv), (xviii),(xix) and (xx) of paragraph 4 of the Order are not applicable to the Company. Further, in respect of other clauses, on the basis of such checks as we considered appropriate, we report that:

1. In respect of its fixed assets:

(i) the Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(ii) the fixed assets were not physically verified by the Management during the year and hence we are unable to comment on the discrepancies, if any, noticed.

(iii) substantial part of the fixed assets were not disposed off during the year, in our opinion, and hence the going concern status of the Company is not affected.

2. In respect of its inventories:

(i) the inventories have been physically verified during the year by the Management at the year end.

(ii) we were not able to observe the physical verification of such inventory but based on information and explanations given by Management, the procedures of physical verification of the inventory followed appear reasonable and adequate in relation to the size of the Company and the nature of its business.

(iii) in our opinion and according to the information and explanations given to us, the Company is generally maintaining proper records of its inventories and no material discrepancies were noticed on physical verification.

3. (a) On the basis of our examination of the books of account and as per information and explanations given to us, the Company has during the year given interest-free unsecured Trade Advance (not being a loan) to a party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs.800.35 lakhs and the balance due from such party as at the end of the year was Rs.713.24 lakhs. The said Trade Advance is being repaid regularly.There are no other amounts granted as loans or advance to any other party covered in the register maintained under section 301 of the Companies Act, 1956.

(b) In our opinion the other terms and conditions of such loans are not prima-facie prejudicial to the interests of the Company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventories at factory and fixed assets, for payment of expenses and for sale of goods and services. With regard to internal control system for purchase of inventories for delivery at site, the same needs to be strengthened. Further, on the basis of our examination of the books and records of the Company, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

a) the particulars of contracts or arrangements referred to in Section 301 of the Act that needed to be entered into the register, maintained under the said section have been so entered.

b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements referred to in (a) above and exceeding the value of Rs. 5 lakh with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time except for (i) sale of certain goods which are for the specialised requirements of the buyer and for which suitable alternative sources are not available to obtain comparable quotations and

(ii) purchases of certain goods and services which are for the specialised requirements of the Company and for which suitable alternative sources are not available to obtain comparable quotations. However, on the basis of information and explanations provided, the same appear reasonable.

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

7. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government of India under Section 209(1 )(d) of the Act and are of the opinion that, prima fade, the prescribed accounts and cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

8. According to the Information and explanations given to us and the books of account examined by us, In respect of statutory dues:

(I) the Company Is not 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, customs duty, excise duty, cess and other material statutory dues, as applicable, with the appropriate authorities during the year.

(ii) the undisputed amounts payable in respect of such statutory dues outstanding as at March 31, 2014 for a period of more than six months from the date they became payable are as under:

(Rs. in Lakhs)

S. Nature of Dues Amount No.

1. Central Sales Tax 24,10

2. Provident Fund 54,88

3. Works Contract Tax 377.19

4 Tax Deducted at Source/Tax 742.63 Collected at Source

5. Customs Duty 3.54

6. Value Added Tax 557,96

7. Service Tax 1134.04

8. Entry Tax 3.05

9. Wealth Tax 1.55

(III) there are no dues of wealth-tax and customs duty which have not been deposited on account of any dispute. Details of dues towards income tax, sales tax, service tax, excise duty and cess that have not been deposited as at March 31,2014 on account of disputes are as stated below.

Name of the Statute Nature of Amount (Rs. dues In Lakhs)

Central Sales tax Sales tax 124.06 Act, 1956 49.51

Central Sales tax Sales tax 5.81 Act, 1956 20.25 West Bengal Sales Sales tax 14.04 Tax Act, 1994

Central Sales Tax Sales tax 37.08 Act, 1956 185,04

West Bengal Sales Sales tax 13.37 Tax Act, 1994

Central Sales Tax Sales tax 1.70 Act, 1956

Central Sales Tax Sales tax 27.21 Act, 1956

Chapter V of the Service 65.36 Finance Act, 1994 Tax

Central Sales tax Sales tax 13.41 Act, 1956

Central Sales tax Sales tax 4.54 Act, 1956

Central Sales tax Sales tax 5.48 Act, 1956

Central Sales tax Sales tax 1.14 Act, 1956

Central Sales Tax Sales tax 189.92 Act, 1956

Rajasthan Tax on Entry Tax 204.08 Entry of Goods into Local Areas Act, 1999

West Bengal Sales tax 48.92 Value Added Tax Act, 2003

Rajasthan Tax on Entry Tax 116.59 Entry of Goods into Local Areas Act, 1999

Rajasthan Tax on Entry Tax 164.89 Entry of Goods into Local Areas Act, 1999

Income Tax Act,1961 Income tax 2,642,77

Income Tax Act,1961 Income tax 2,372.05

Name of the Statute Period to which Forum where dispute is pending amount relates

Central Sales tax 1 April 2001 to Joint Commissioner of Sales Act, 1956 31 March 2002 tax (Appeals), Pune 1 April 2002 to Joint Commissioner of Sales 31 March 2003 tax (Appeals), Pune

Central Sales tax 1 April 2001 to Commercial tax Officer, Act, 1956 31 March 2002 Lucknow 1 April 2000 to Commercial tax Officer, 31 March 2001 Lucknow

West Bengal Sales 1 April 2005 to West Bengal Commercial Taxes Tax Act, 1994 31 March 2006 Appellate and Revlsional board, Kolkata

Central Sales Tax 1 April 2005 to West Bengal Commercial Taxes Act, 1956 31 March 2006 Appellate and Revisional board, Kolkata 1 April 2006 to West Bengal Commercial Taxes 31 March 2007 Appellate and Revlsional board, Kolkata

West Bengal Sales 1 April 2003 to Sales tax Officer Commercial Tax Act, 1994 31 March 2004 Taxes, West Bengal

Central Sales Tax 1 April 2003 to Sales tax Officer Commercial Act, 1956 31 March 2004 Taxes, West Bengal

Central Sales Tax 1 April 2003 to Joint Commissioner, Sales tax Act, 1956 31 March 2004 (Appeals) II, Mumbai

Chapter V of the 1 July 2003 to Additional Commissioner of Finance Act, 1994 31 May 2007 Excise

Central Sales tax 1 April 2004 to Joint Commissioner of Sales Act, 1956 31 March 2005 Tax, Pune

Central Sales tax 1 April 2008 to Joint Commissioner Trade Tax, Act, 1956 31 March 2009 Bikaner

Central Sales tax 1 April 2008 to West Bengal Commercial Taxes Act, 1956 31 March 2009 Appellate and Revlsional Board

Central Sales tax 1 April 2007 to Dy. Commissioner Commercial Act, 1956 31 March 2008 Tax, Bhawanipore Charge, Kolkata

Central Sales Tax 1 April 2009 to Rajasthan Tax Board, Ajmer Act, 1956 31 March 2010

Rajasthan Tax on 1 April 2006 to Rajasthan High Court Entry of Goods 31 March 2009 into Local Areas Act, 1999

West Bengal 1 April 2009 to West Bengal Commercial Taxes Value Added Tax 31 March 2010 Appellate and Revisional Board Act, 2003

Rajasthan Tax on 1 April 2009 to Rajasthan High Court Entry of Goods 31 March 2010 into Local Areas Act, 1999

Rajasthan Tax on 1 April 2010 to Rajasthan High Court Entry of Goods 31 March 2011 into Local Areas Act, 1999

Income Tax Act,1961 Asst. Commissioner of Income tax Year 2011-12 (Appeals)

Income Tax Act,1961 Asst. Commissioner of Income tax Year 2012-13 (Appeals)

9. The Company does not have any accumulated losses as at March 31, 2014. It has incurred cash losses in the financial year ended on that date but not in the Immediately preceding financial year.

10. In our opinion, the Company has defaulted in repayment of dues to financial Institutions and banks as under:

Rs. In Lakhs S. Dues to Amount Nature of No. Involved Dues

1. DBS Bank(DBS) Bill discounting 277.00 Principal DBS-ECB Loan 480.80 Principal 77.20 Interest

DBS Short Term Loan 27,414.90 Principal 1,193.82 Interest

DBS - Long Term Loan 615.00 Principal 250.87 Interest Corporate Guarantee 6009.98 Principal 113.19 Interest

2. Axis Bank (LC Devolved) 99.89 Principal 0.66 Interest

3. ICICI Bank (LC) 3546.80 Principal 16.22 Interest

4. Standard Chartered Bank 14725.00 Principal Packing Credit Standard Chartered Bank-Bill 675.00 Principal Discount Standard chartered bank-PCFC 2180.00 Principal 1917,00 Principal

5. RIICO LTD -Term Loan 386.55 Interest

6. Kotak Mahindra Prime Ltd 58.30 Principal 3.28 Interest

Rs. In Lakhs S. Dues to Period of default upto No. March 31,2014

1. DBS Bank(DBS) Bill discounting From 34-64 days DBS-ECB Loan 104 days 104 days

DBS Short Term Loan From 30- 160 days From 30 - 160 days

DBS - Long Term Loan 180 Days-365 days 180 Days-365 days Corporate Guarantee Less than 30 days Less Than 30 days

2. Axis Bank (LC Devolved) From 90 days to 180 days 3. ICICI Bank (LC) Less than 90 days Less than 90 days

4. Standard Chartered Bank More than 180 days Packing Credit Standard Chartered Bank-Bill More than 180 days Discount Standard chartered bank-PCFC Less than 90 days From 90 to 180 days

5. RIICO LTD -Term Loan From 30 to 270 days

6. Kotak Mahindra Prime Ltd From 30 to 60 days There are no debenture holders in the Company,

11. In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company, for loans taken by others from banks or financial institutions, are not, prima fade, prejudicial to the interest of the Company.

12. In our opinion and according to the Information and explanations given to us, out of the term loan of Rs.3,000 lakhs availed by the Company during the year, only Rs. 1,288.83 lakhs were applied for the purpose for which they were obtained.

13. According to the information and explanations given to us and on an overall examination of the financial statements of the Company, we report that the company has, prima fade, utilised short term funds raised during the year for purchase of fixed assets to the extent of Rs 2,422.65 lakhs.

14. To the best of our knowledge and belief, and according to the Information and explanations given to us, and considering the size and nature of the Company''s operations, no fraud of material significance on or by the Company has been noticed or reported during the year.

For M.S. Krishnaswaml & Rajan Chartered Accountants Firm Registration. No. 01554S

Sd/- M.S. Murali Place: Chennai Partner Date : June 9,2014 Membership No.: 026453


Mar 31, 2013

1. Report on the Financial Statements

We have audited the accompanying fnancial statements of Tecpro Systems Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2013 and the Statement of Proft and Loss and the Cash Flow Statement for the year then ended, and a summary of signifcant accounting policies and other explanatory information.

2. Management''s Responsibility for the Financial Statements

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

3. Auditors'' Responsibility

Our responsibility is to express an opinion on these fnancial 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 fnancial statements are free from material misstatement.

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

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

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the fnancial 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 afairs of the Company as at 31 March 2013;

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

5. Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

Annexure referred to in paragraph 5 of the Independent Auditors'' Report to the Members of Tecpro Systems Limited on the accounts for the year ended 31 March, 2013.

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

(b) According to the information and explanations given to us, the Company has physically verifed its fxed assets during the year. In our opinion, this periodicity of physical verifcation is reasonable having regard to the size of the Company and the nature of its assets. As informed to us no material discrepancies were noticed on such verifcation.

(c) The fxed assets disposed of during the year were not substantial, and therefore, do not afect the going concern assumption.

(ii) (a) Inventories, except goods-in-transit and stocks lying with third parties, have been physically verifed by the management during the year. In our opinion, the frequency of such verifcation is reasonable. For stocks lying with third parties, confrmations have been obtained.

(b) In our opinion, the procedures for the physical verification of inventories and of seeking confrmation for stocks lying with third parties and project sites followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion, the Company is maintaining proper records of inventory. As informed to us, the discrepancies noticed on verifcation between the physical stocks and the book records were not material and have been properly dealt with in the books of accounts.

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

(iv) In our opinion and according to the information and explanations given to us and having regard to the explanation that purchases of certain items of inventories and fxed assets are for the Company''s specialised requirements and similarly goods sold and services rendered are for the specialised requirements of the buyers and suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fxed assets and with regard to the sale of goods and services. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instances of major weaknesses in the aforesaid internal control system.

(v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements referred to in (a) above and exceeding the value of Rs. 5 lakh with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time except for (i) sale of certain goods which are for the specialised requirements of the buyer and for which suitable alternative sources are not available to obtain comparable quotations and (ii) purchases of certain goods and services which are for the specialised requirements of the Company and for which suitable alternative sources are not available to obtain comparable quotations. However, on the basis of information and explanations provided, the same appear reasonable.

(vi) The Company has not accepted any deposits from the public during the year.

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

(viii) We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the rules made by the Central Government, the maintenance of cost records has been prescribed 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 made and maintained. However, we have not made a detailed examination of such records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income-tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities, however, there were delays in depositing undisputed service tax dues, provident fund dues, employees'' state insurance dues and income tax dues during the year. As explained to us, the Company did not have any dues on account of Investor Education and Protection Fund.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income-tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues were in arrears as at 31 March 2013 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues in respect of Wealth tax, Excise duty, Customs duty and Cess which have not been deposited with the appropriate authorities on account of any dispute. According to the information and explanations given to us, the following dues of Income tax, Sales tax and Service tax have not been deposited by the Company on account of disputes:

Name of the Statute Nature of Amount* (Rs.) Period to which dues amount relates

Central Sales tax Act, Sales tax 12,406,839 1 April 2001 to 1956 31 March 2002 4,951,545 1 April 2002 to 31 March 2003

Central Sales tax Act, Sales tax 581,000 1 April 2001 to 1956 31 March 2002 2,025,000 1 April 2000 to 31 March 2001

West Bengal Sales Tax Sales tax 1,404,585 1 April 2005 to Act, 1994 31 March 2006

Central Sales Tax Act, Sales tax 3,708,448 1 April 2005 to 1956 31 March 2006 18,504,809 1 April 2006 to 31 March 2007

West Bengal Sales Tax Sales tax 1,337,178 1 April 2003 to Act, 1994 31 March 2004

Central Sales Tax Act, Sales tax 170,121 1 April 2003 to 1956 31 March 2004

Central Sales Tax Act, Sales tax 2,721,156 1 April 2003 to 1956 31 March 2004 Chapter V of the Finance Service 6,536,536 1 July 2003 to Act, 1994 tax 31 May 2007

Central Sales tax Act, Sales tax 1,341,770 1 April 2004 to 1956 31 March 2005

Central Sales tax Act, Sales tax 454,780 1 April 2008 to 1956 31 March 2009

Central Sales tax Act, Sales tax 548,349 1 April 2008 to 1956 31 March 2009

Central Sales tax Act, Sales tax 114,974 1 April 2007 to 1956 31 March 2008

Central Sales Tax Act, Sales tax 18,992,924 1 April 2009 to 1956 31 March 2010

Rajasthan Tax on Entry of Entry Tax 20,408,275 1 April 2006 to Goods into Local Areas 31 March 2009 Act, 1999

West Bengal Value Sales tax 4,892,432 1 April 2009 to Added Tax Act, 2003 31 March 2010

Rajasthan Tax on Entry Entry Tax 11,659,019 1 April 2009 to of Goods into Local 31 March 2010 Areas Act, 1999

Rajasthan Tax on Entry Entry Tax 16,489,477 1 April 2010 to of Goods into Local 31 March 2011 Areas Act, 1999

Name Forum where dispute is pending

Central Sales tax Act, Joint Commissioner of Sales tax (Appeals), Pune

Central Sales tax Act, Joint Commissioner of Sales tax (Appeals), Pune

Central Sales tax Act, Commercial tax Ofcer, Lucknow

Commercial tax Ofcer, Lucknow

Central Sales tax Act, West Bengal Commercial Taxes Appellate and Revisional board, Kolkata

West Bengal Commercial Taxes Appellate and Revisional board, Kolkata

Central Sales tax Act, West Bengal Commercial Taxes Appellate and Revisional board, Kolkata

Sales tax Ofcer Commercial Taxes, West Bengal

Central Sales tax Act, Sales tax Ofcer Commercial Taxes, West Bengal

Joint Commissioner, Sales tax (Appeals) II, Mumbai

Central Sales tax Act, Additional Commissioner of Excise

Joint Commissioner of Sales Tax, Pune

Central Sales tax Act, Joint Commissioner Trade Tax, Bikaner

Central Sales tax Act, West Bengal Commercial Taxes Appellate and Revisional Board

Central Sales tax Act, Dy. Commissioner Commercial Tax, Bhawanipore Charge, Kolkata Rajasthan Tax Board, Ajmer

Central Sales tax Act, Rajasthan High Court

West Bengal Commercial Taxes Appellate and Revisional Board Rajasthan High Court Rajasthan High Court

*Net of taxes paid Rs. 26,450,431

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

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers or to any fnancial institutions, except in respect of dues mentioned in table below.

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

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

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or fnancial institutions.

(xvi) In our opinion and according to the information and explanations given to us, the term loans taken by the Company have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used for long-term investment.

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares to frms/parties/ companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money by public issues during the year.

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

For B S R & Co.

Chartered Accountants

Firm registration number: 101248W

Sd/- Jiten Chopra

Place: Gurgaon Partner

Date: 30 May 2013 Membership No.: 092894


Mar 31, 2012

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

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.

As required by the Companies (Auditor's Report) Order, 2003 ('the Order'), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the 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:

(a) 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;

(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 and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) in our opinion, the Balance Sheet, the Statement of Profit and Loss and the 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, to the extent applicable;

(e) on the basis of the written representations received from the Directors, as on 31 March 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 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;

(f) 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 March 2012;

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

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

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

(b) According to the information and explanations given to us, the Company has physically verified its fixed assets during the year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. As informed to us no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

(ii) (a) Inventories, except goods-in-transit and stocks lying with third parties, have been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. For stocks lying with third parties, confirmations have been obtained.

(b) In our opinion, the procedures for the physical verification of inventories and of seeking confirmation for stocks lying with third parties and project sites followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion, the Company is maintaining proper records of inventory. As informed to us, the discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of accounts.

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

(iv) In our opinion and according to the information and explanations given to us and having regard to the explanation that purchases of certain items of inventories and fixed assets are for the Company's specialised requirements and similarly goods sold and services rendered are for the specialised requirements of the buyers and suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and with regard to the sale of goods and services. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instances of major weaknesses in the aforesaid internal control system.

(v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements referred to in (a) above and exceeding the value of Rs 5 lakh with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time except for (i) sale of certain goods which are for the specialised requirements of the buyer and for which suitable alternative sources are not available to obtain comparable quotations and (ii) purchases of certain goods and services which are for the specialised requirements of the Company and for which suitable alternative sources are not available to obtain comparable quotations. However, on the basis of information and explanations provided, the same appear reasonable.

(vi) The Company has not accepted any deposits from the public during the year.

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

(viii) We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the rules made by the Central Government, the maintenance of cost records has been prescribed 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 made and maintained. However, we have not made a detailed examination of such records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Income tax, Provident Fund, Employees' State Insurance, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities, except, there were certain instances of delay in depositing undisputed service tax dues and income tax dues during the year. As explained to us, the Company did not have any dues on account of Investor Education and Protection Fund.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income-tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues were in arrears as at 31 March 2012 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues in respect of Wealth tax, Excise duty, Customs duty and Cess which have not been deposited with the appropriate authorities on account of any dispute. According to the information and explanations given to us, the following dues of Income tax, Sales tax and Service tax have not been deposited by the Company on account of disputes:

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

Central Sales Tax Act, Sales Tax 12,406,839 1 April 2001 to Joint Commissi oner of Sales 1956 31 March 2002 tax (Appeals), Pune 4,951,545 1 April 2002 to Joint Commiss ioner of Sales 31 March 2003 tax (Appeals), Pune

Central Sales Tax Act, Sales Tax 581,000 1 April 2001 to Commercial tax Officer, 1956 31 March 2002 Lucknow

2,025,000 1 April 2000 to Commercial tax Officer,

31 March 2001 Lucknow

West Bengal Sales Tax Sales Tax 1,404,585 1 April 2005 to West Bengal Commercial Act, 1994 31 March 2006 Taxes Appellate and Revi- sional board, Kolkata

Central Sales Tax Act, Sales Tax 3,708,448 1 April 2005 to West Bengal Commercial 1956 31 March 2006 Taxes Appellate and Revi- sional board, Kolkata

18,504,809 1 April 2006 to West Bengal Commercial 31 March 2007 Taxes Appellate and Revi- sional board, Kolkata

West Bengal Sales Tax Sales Tax 1,337,178 1 April 2003 to Sales tax Officer Commercial Act, 1994 31 March 2004 Taxes, West Bengal

Central Sales Tax Act, Sales Tax 170,121 1 April 2003 to Sales tax Officer Commercial 1956 31 March 2004 Taxes, West Bengal

Central Sales Tax Act, Sales Tax 2,721,156 1 April 2003 to Joint Commiss ioner, Sales tax 1956 31 March 2004 (Appeals) II, Mumbai

Chapter V of the Finance Service 6,536,536 1 July 2003 to Additional Commissioner of Act, 1994 Tax 31 May 2007 Excise

Central Sales Sales Tax 1 April 2004 to Joint Commissi oner of Sales Tax Act, 1956 1,341,770 31 March 2005 Tax Pune

Central Sales Sales Tax 1 April 2008 to Joint Commiss ioner Trade Tax Tax Act, 1956 454,780 31 March 2009 Bikaner

Central Sales Sales Tax 1 April 2008 to West Bengal Commercial Tax Act, 1956 548,549 31 March 2009 Taxes Appellate and Revi- sional Board

Central Sales Sales Tax 1 April 2007 to West Bengal Commercial Tax Act, 1956 473,588 31 March 2008 Taxes Appellate and Revi- sional Board

Central Sales Tax Act, Sales Tax 18,992,924 1 April 2009 to Rajasthan Tax Board, Ajmer 1956 31 March 2010

Central Sales Tax Act, Sales Tax 11,980,347 1 April 2007 to Commercial Tax Depart- 1956 31 March 2008 ment, Rajasthan

Rajasthan Tax on Entry of Entry Tax 20,408,275 1 April 2006 to The Supreme Court of India Goods into Local Areas 31 March 2009 Act, 1999

Income Tax Act, 1961 Income 346,677 1 April 2007 to Commissioner of Income Tax Tax 31 March 2008 (Appeals), New Delhi

*Net of taxes paid Rs. 26,091,817

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

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers or to any financial institutions. The Company did not have any outstanding debentures or dues to any financial institution or banks during the year.

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

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

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

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

(xvi) In our opinion and according to the information and explanations given to us, the term loans taken by the Company have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used for long-term investment.

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares to firms/parties/ companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money by public issues during the year.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year. For B S R & Co.

Chartered Accountants

Registration no. 101248W

Sd/-

Vikram Advani

Place : Chennai Partner

Date : 24 May, 2012 Membership No. 091765


Mar 31, 2010

We have audited the attached Balance Sheet of Tecpro Systems Limited ('the Company') as at 31 March 2010, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. 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. As required by the Companies (Auditor's Report) Order, 2003 ('the Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the 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:

(a) 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;

(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 Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the Accounting Standards prescribed under the Companies (Accounting Standards) Rules, 2006 and referred to in sub-section (3C) of Section 211 of the Companies Act, 1956, to the extent applicable;

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

(f) 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 March 2010;

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

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

ANNEXURE TO THE AUDITORS' REPORT

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

(b) According to the information and explanations given to us, the Company has physically verified its fixed assets during the year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. As informed to us no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

(it) (a) Inventories, except goods-in-transit and stocks lying with third parties, have been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. For stocks lying with third parties at the year-end, written confirmations have been obtained.

v) in our option, me procedures rune physical veniicauon of inventories and of seeking confirmation for stocks lying with third parties followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion, the Company is maintaining proper records of inventory. As informed to us, the discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) (a) The Company has during the previous year, granted unsecured interest bearing loan, repayable on demand, to a company covered under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs.1,324,996 (including interest). The year end balance of the loan (including interest) is Rs.Nil.

(b) In our opinion, the rate of interest and other terms and conditions on which loan has been granted by Company to another company covered under section 301 of the Companies Act, 1956, are not, prima facie, prejudicial to the interest of the Company.

(c) As mentioned in Para (iii) (a) above, there are no stipulations on the payment of principal, as the loan is repayable on demand. Hence, we are unable to comment on the regularity and payment of principal, interest and overdue amount, if any, outstanding from the company covered in the register maintained under section 301 of the Companies Act, 1956,

(d) According to the information and explanations given to us, the Company has not granted any other loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(e) The Company has during the year, taken unsecured interest free loans repayable on demand, from two directors. The maximum loan amounts outstanding during the year were Rs.7,600,000 and Rs.86,828,000 respectively from the above two directors. The year end balances of the loans are Rs.Nil respectively from the two directors.

(f) The Company has also taken unsecured interest bearing loans and interest free loan, repayable on demand, from two companies covered under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year (including interest) was Rs.44,798,832 (interest bearing), Rs.88,772,329 (interest bearing) and Rs. 20,000,000 (interest free) respectively. The year end balance of the interest bearing loan (including interest) is Rs.5,785,134 and for other loans is Rs,Nil.

(g) In our opinion, the rate of interest and other terms and conditions on which loans have been taken by the Company from the directors and other companies as mentioned in (iii) (e) and (iii) (f) respectively, are not, prima facie, prejudicial to the interest of the Company.

(h) As mentioned in Para (iii)(e) and Para (iii)(f) above, there are no stipulations on repayment of principal as the loans are repayable on demand. Hence, we are unable to comment on the regularity of payment of principal, interest and the over due amount, if any, due to the companies/ parties covered in the register maintained under section 301 of the Companies Act, 1956.

(i) According to the information and explanations given to ¦ us, the Company has not taken any other loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us and having regard to the explanation that purchases of certain items of inventories and fixed assets are for the Company's specialised requirements and similarly goods sold and services rendered are for the specialised requirements of the buyers and suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and with regard to the sale of goods and services. We have not observed any major weakness in the internal control system during the course of the audit.

(v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements referred to in (a) above and exceeding the value of Rs 5 lakh with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time except for sale of certain goods which are for the specialised requirements of the buyer and for which suitable alternative sources are not available to obtain comparable quotations. However, on the basis of information and explanations provided, the same appear reasonable.

(vi) The Company has not accepted any deposits from the public during the year.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business except operations of erstwhile Tecpro Ashtech Limited, which amalgamated with the Company with effect from 1 April 2009, for which no internal audit was carried out during the current year.

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

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Income tax, Provident Fund, Employees' State Insurance, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities, except, there were certain instances of delay in depositing undisputed advance income tax dues, service tax dues and sales tax dues during the year. As explained to us, the Company did not have any dues on account of Investor Education and Protection Fund. There were no dues on account of cess payable under section 441A of the Companies Act, 1956, since the aforesaid provisions have not yet been made effective. According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income-tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues were in arrears as at 31 March 2010 for a period of more than six months from the date they became payable except, Income tax dues amounting to Rs. 6,425,810 which has been outstanding for a period of more than six months as at the year end.

(b) According to the information and explanations given to us, there are no dues in respect of Income-tax, Wealth Tax, Excise duty, Customs duty and Cess which have not been deposited with the appropriate authorities on account of any dispute. According to the information and explanations given to us, the following dues of Sales tax and Service tax have not been deposited by the Company on account of disputes:

Name of the Nature of dues Amount Period to which amount Statute (Rs.) relates

Central Sales tax Sales tax 12,406,839 1 April 2001 to 31 March 2002

Act, 1956 5 ,201,545 1 April 2002 to 31 March 2003

Central Sales tax Sales tax 581,000 1 April 2001 to 31 March 2002

Act, 1956 2,025,000 1 April 2000 to 31 March 2001

West Bengal Sales Sales tax 1,404,585 1 April 2005 to 31 March 2006 Tax Act, 1994

Central Sales Tax Sales tax 3,708,448 1 April 2005 to 31 March 2006

Act, 1956 18,543,395 1 April 2006 to 31 March 2007

Central Sales Tax Sales tax 28,333 1 April 2002 to 31 March 2003 Act, 1956

West Bengal Sales Sales tax 1,337,318 1 April 2003 to 31 March 2004 Tax Act, 1994

Central Sales Tax Sales tax 170,121 1 April 2003 to 31 March 2004 Act, 1956

Central Sales Tax Sales tax 3,221,156 1 April 2003 to 31 March 2004 Act, 1956

Chapter V of the Service tax 8,976,817 1 July 2003 to 31 May 2007 Finance Act, 1994

Name of the Statute Forum where dispute is pending

Central Sales Tax Joint Commissioner of Sales tax Act, 1956 (Appeals), Pune

Joint Commissioner of Sales tax (Appeals), Pune

Central sales Tax Act, 1956 Commercial tax Officer, Lucknow

Commercial tax Officer, Lucknow

West Bengal Sales Joint Commissioner Commercial Taxes, Tax Act, 1994 West Bengal

Central Sales Tax Joint Commissioner Commercial Taxes, Act, 1956 West Bengal

Joint Commissioner Commercial Taxes, West Bengal.

Central Sales Tax Act 1956 Deputy Commissioner Commercial Taxes, West Bengal

West Bengal Sales Sales tax Officer Commercial Taxes, West Tax Act, 1994 Bengal

Central Bengal Sales Sales tax Officer Commercial Taxes, West Tax Act, 1994 Bengal Central Sales Tax Act, 1956 Joint Commissioner, Sales tax (Appeals) II, Mumbai,

Chapter v of the Finance Act, 1994 Additional Commissioner of Excise

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

(xi) In our opinion and according to the information and explanations given to us, (he Company has not defaulted in repayment of dues to its bankers. The Company did not have any outstanding debentures or dues to financial institutions during the year.

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

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

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

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

(xvi) In our opinion and according to the information and explanations given to us, the term loans taken by the Company have been applied for the purpose for which they were raised.

(xvii)According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used for long-term investment.

(xviii) The Company has made preferential allotment of shares to parties covered in the register maintained under Section 301 of the Companies Act, 1956. In our opinion and according to the information and explanations given to us, read with the agreements entered by the Company prior to these transactions, the price at which these shares have been issued by the Company are not prima facie prejudicial to the interest of the Company.

According to the information and explanations given to us, the Company has not made any other preferential allotment of shares to firms/parties/companies (other than above) covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money by way of public issue during the year.

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

For B S R & Co.

Chartered Accountants

Registration no. 101248W

Sd/-

Vikram Advani

Place: Gurgaon Partner

Date : 14 July 2010 Membership No. 091765

 
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