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Auditor Report of Thejo Engineering Ltd.

Mar 31, 2015

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

Management's Responsibility for the Standalone Financial Statements

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

Auditor's Responsibility

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

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

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

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

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

Opinion

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of 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, to the extent applicable.

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

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

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us.

c) The Balance Sheet, the Profit and Loss Statement, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from the branches not visited by us.

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

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

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

i. The Company has disclosed the impact of pending litigations on its financial position as referred to in Note 25.1.4 to the financial statements.

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

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

This is the Annexure referred to in our report to the members of THEJO ENGINEERING LIMITED (the Company) for the year ended on 31.03.2015. We report that:

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

(b) These fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(ii) (a) Physical verification of inventory has been conducted at reasonable intervals by the management.

(b) 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 and no material discrepancies were noticed on physical verification.

(iii) (a) The company has granted unsecured advance, to one of its subsidiary companies, covered in the Register maintained under section 189 of the Companies Act, 2013 and there are no terms of agreement for repayment of advance or payment of interest. The company has granted loan to another subsidiary, covered in the Register maintained under section 189 of the Companies Act, 2013, the receipt of principal and interest whereof is regular.

(b) There is no overdue amount in respect of the loan mentioned in para (a) above.

(iv) 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. No continuing failure in internal control system was observed.

(v) The company has not accepted deposits from the Public.

(vi) Company maintains cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

(vii) (a) The company is regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities.

(b) In case dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute, the amounts involved and the forum where dispute is pending are mentioned below:

Rs.in Lakhs

Name of Amount Amount Amount statute of Dispute of Dispute Deposited (31/03/15) (31/03/14) (31/03/15)

APGST 8.40 8.40 1.00

APGST 9.92 9.92

APGST - 118.14



Central Excise 29.69 29.69

Central Excise 18.25 18.25

Central Excise 3.49 3.49

Central Excise 1.23 1.23

Central Excise 0.66 0.66

CST 2.36 2.36 1.00

CST - 7.55

CST - 14.80

CST 16.18 16.18

CST - 24.66

Customs 12.50 12.50

Income Tax 5.43 5.43

Service Tax 5.33 5.33

Maharashtra - 0.65

VAT

Maharashtra - 1.20

VAT

Central Excise 0.45 0.45 0.22

CST 0.42 0.42

Central Excise 1.36 1.36 0.68

Jharkhand 5.31 5.31 Sales Tax

Income Tax 58.47 - 30.00

CST - 20.05

MP Sales Tax 1.04 1.04

IT - TDS - 0.52 7.50 Salary

IT - TDS - 1.00 4.61 Non-Salary

Service Tax 5.62 -

Total 187.63 321.18 32.90

Rs.in Lakhs

Name of Period to Forum where dispute is statute which it relates pending

APGST 2002-03 Commercial Tax Officer, Naidu pet

APGST 2003-04 Commercial Tax Officer, Naidu pet

APGST 2004-05 Appellate Deputy Commissioner

Central Excise 1996-2000 High Court of Madras

Central Excise July 2000- CESTAT, Bangalore June 2004

Central Excise July 2004- CESTAT, Bangalore Jan 2005

Central Excise Feb 2005- CESTAT, Bangalore Aug 2005

Central Excise Jan 2007- CESTAT, Bangalore April 2007

CST 2002-03 Commercial Tax Officer, Naidu pet

CST 2007-08 Assistant Commissioner (CT), Chennai

CST 2008-09 Assistant Commissioner (CT), Chennai

CST 2000-01 High Court of Judicature at Andhra Pradesh

CST 2009-10 Assistant Commissioner (CT), Chennai

Customs Oct-01 Commissioner of Customs

Income Tax AY's Assessing Officer, IT 2003-09

Service Tax 2011-12 Service Tax Officer

Maharashtra 2005-06 Maharashtra VAT

VAT

Maharashtra 2008-09 Maharashtra VAT

VAT

Central Excise Sep 2005- CESTAT, Bangalore March 2006

CST 2004-05 Joint Commissioner of Commercial Taxes (Appeals), Jharkhand

Central Excise April-Dec. CESTAT, Bangalore 2006



Jharkhand 2004 - 05 Joint Commissioner Sales Tax of Commercial Taxes (Appeals), Jharkhand

Income Tax A.Y 2001-02 CIT(A)

CST 2010-11 Assistant Commissioner(CT), Chennai

MP Sales Tax Commissioner of Commercial Taxes

IT - TDS - - TDS - AO Salary

IT - TDS - - TDS - AO Non-Salary

Service Tax Apr-Sep Assistant Commissioner 2014 - Service Tax

Total

(c) There was no amount required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

(viii) The Company has no accumulated losses at the end of the financial year and there is no cash loss incurred in the financial year and immediately preceding financial year.

(ix) The company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

(x) The company has given guarantee for loans taken by a subsidiary from bank; the terms and conditions whereof are not prejudicial to the interest of the company.

(xi) Term loans were applied for the purpose for which the loans were obtained.

(xii) No fraud on or by the company has been noticed or reported during the year.

For JOSEPH & RAJARAM Chartered Accountants Firm Reg. No. : 001375S

R. LAKSHMINARAYANAN Date : 27.05.2015 Partner Place: Chennai M. No. : 016246


Mar 31, 2014

We have audited the accompanying financial statements of M/s. THEJO ENGINEERING LIMITED ("the company"), which comprise the Balance sheet as at 31st March 2014 and the statement of Profit & Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these Financial Statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") 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.

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 judgement, 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 the 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.

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in 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 (and proper returns adequate for the purposes of our audit have been received from branches not visited by us);

c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement, dealt with by this report are in agreement with the books of account (and with the returns received from branches not visited by us);

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

e) On the basis of the written representations received from the Directors as on March 31st, 2014 and taken on record by the Board of Directors, none of the Directors is disqualified as on March 31st, 2014, from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

ANNEXURE TO THE AUDITORS'' REPORT

The Annexure referred to in our report to the members of Thejo Engineering Ltd (''the Company'') for the year ended 31st March 2014. We report that :

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

b) As explained to us, the fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion the verification is reasonable, having regard to the size of the company, and the nature of its business.

c) As per the records and information and explanations given to us, substantial part of fixed assets has not been disposed off during the year affecting the going concern status of the company.

2. a) Physical verification of inventory has been conducted by the management at intervals, which in our opinion is reasonable.

b) The procedure of physical verification of stocks followed by the management is 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. No material discrepancies have been reported on such physical verification.

3. According to the information and explanations given to us, the company has not granted loans, secured or unsecured to companies, firms and other parties covered under section 301 of the Companies Act, 1956. Accordingly paragraphs 4 (iii) (a), (b), (c) and (d) of the Companies (Auditors Report) Order 2003, (as amended) are not applicable. The Company has not taken any loans, secured or unsecured from companies, firms or parties covered in the register maintained under section 301 of the Act. Accordingly, paragraphs 4 (iii) (e) to 4 (iii) (g) of the Order are not applicable.

4. In our opinion and according to the information and explanations furnished to us, there are adequate Internal Control procedures 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. Further on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any, continuing failure to correct major weaknesses in internal control system.

5. According to the information and explanations given to us, we are of the opinion that there are no transactions with reference to contracts or arrangements referred to in Sec.301 of the Companies Act that need to be entered into the register maintained under section 301.

6. According to the information and explanations given to us, the company has not accepted deposits from the public within the meaning of Sections 58A, 58AA and other relevant provisions of the Companies Act, 1956 and rules framed there under.

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

8. 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 under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. According to the information and explanations given to us in respect of statutory dues:

a) the Company is generally 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 statutory dues with appropriate authorities. According to the information and explanations given to us, there are no undisputed amounts payable in respect of such statutory dues which have remained outstanding as at 31st March, 2014 for a period of more than six months from the date they became payable;

b) the details of disputed sales-tax, customs duty, excise duty and income-tax which have not been deposited either in full or partially as at 31st March, 2014 on account of any dispute, are as under :

Name of Amount of Amount of Amount statute Dispute Dispute Deposited (31-3-2014) (31-3-2013) (31-3-2014)

APGST 8.40 8.40 -

APGST 9.92 9.92 -

APGST 118.14 118.14 -

Central 29.69 29.69 - Excise

Central 18.25 18.25 - Excise

Central 3.49 3.49 - Excise

Central 1.23 1.23 - Excise

Central 0.66 0.66 - Excise

CST - 0.96 -

CST 2.36 2.36 -

CST 7.55 7.55 -

CST 14.80 14.80 -

CST 16.18 16.18 -

CST 24.66 24.66 -

Customs 12.50 12.50 -

Income Tax - 0.54 -

Income Tax 5.43 5.43 -

Service Tax 5.33 5.33 -

Maharashtra 0.65 26.88 - VAT

Maharashtra 1.20 23.28 - VAT

Central 0.45 0.45 0.22 Excise

CST 0.42 0.42 -

Central 1.36 1.36 0.68 Excise

APGST - 4.41 -

APGST - 5.11 -

Jharkhand 5.31 5.31 - Sales Tax

CST - 25.07 -

Income Tax - 58.48 -

TNCST 20.05 - 5.00

MP Sales 1.04 - - Tax

IT - TDS - 7.50 - Salary

IT - TDS - 4.61 - Non-Salary

Total 321.18 430.85 5.90





Name of the Statue Period to Forum where dispute which it is pending relates

APGST 2002- 03 Commercial Tax Officer, Naidupet

APGST 2003- 04 Commercial Tax Officer, Naidupet

APGST 2004- 05 Appellate Deputy Commissioner

Central Excise 1996-2000 High Court of Madras

Central Excise July 2000 - CESTAT, June 2004 Bangalore

Central Excise July 2001 - CESTAT, Bangalore Jan 2005

Central Excise Feb 2005 - CESTAT, Bangalore Aug 2005

Central Excise Jan 2007 - CESTAT, Bangalore April 2007

CST 2003 - 04 Deputy Commissioner, Commercial Tax

CST 2002 - 03 Commercial Tax Officer, Naidupet

CST 2007- 08 TNCST 07-08

CST 2008- 09 TNCST 08-09

CST 2000 -01 High Court of Judicature at Andhra Pradesh

2009- 10 TNCST 09-10

Customs Oct - 01 Commissioner of Customs

income tax AY 2011-12 TDS - AO

income tax AY 2003-09 TDS - AO

Service tax AY 2011-12 Service Tax

Maharashtra VAT AY 2005-06 Maharashtra VAT

Maharashtra VAT AY 2008-09 Maharashtra VAT

Centrol Excise Sep 2005 - CESTAT, Bangalore March 2006

CST 2004 - 05 Joint Commissioner of Commercial Taxes (Appeals), Jharkhand

Centrol Excise April - CESTAT, Bangalore Dec. 2006

APGST 2000 -01 Commercial Tax Officer, Naidupet

APGST 2001-02 Commercial Tax Officer, Naidupet

Jharkand 2004 - 05 Joint Commissioner of sales tax Commercial Taxes (Appeals), Jharkhand

CST 2001-02 Commercial Tax Officer, Naidupet

income tax AY 2001-02 CIT(A)

TNCST AY 2010-11 Commissioner of Commercial Taxes

MP sales tax - Commissioner of Commercial Taxes

ITDS Salary - TDS- AO

iT- TDS - TDS - AO Non Salary

10. 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 immediately preceding financial year.

11. Based on our audit procedures and on the information given by the management, the company has not defaulted in repayment of dues to any financial institutions or Bank.

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

13. The Company is not a Chit Fund / Nidhi / Mutual Benefit Fund / Society, therefore the provisions of clause 4 (xiii) of the Order are not applicable to the company.

14. According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments. Therefore the provisions relating to maintenance of records pertaining to such transactions are not applicable to it.

15. 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.

16. According to the information and explanations given to us, the term loans taken by the company were applied for the purpose for which they were obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company we report that no funds raised on short term basis, have been used during the year for long term investment by the company.

18. During the year under audit, there is no preferential allotment of shares to the parties listed in the register maintained under section 301 of the Companies Act, 1956.

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

20. The management has disclosed the end use of money raised by public issues as part of its notes to accounts and on the basis of our verification of the same to the extent they have been spent, the amounts have been utilised for the purposes for which it has been raised.

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

For JOSEPH & RAJARAM Chartered Accountants Firm Reg. No.: 001375S

R. LAKSHMINARAYANAN Date : 20th May, 2014 Partner Place : Chennai M.No.:016246


Mar 31, 2013

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of M/s. THEJO ENGINEERING LIMITED ("the company"), which comprise the Balance Sheet as at 31st March 2013 and the Statement of Profit & Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

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

AUDITOR''S RESPONSIBILITY

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, 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 the audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

OPINION

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

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

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

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in 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 (and proper returns adequate for the purposes of our audit have been received from branches not visited by us);

c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement, dealt with by this report are in agreement with the books of account (and with the returns received from branches not visited by us);

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

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

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

(Referred to in paragraph 3 of our report of even date of Thejo Engineering Ltd. for the year ended 31st March 2013)

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

b) As explained to us, the fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion the verification is reasonable, having regard to the size of the company, and the nature of its business.

c) As per the records and information and explanations given to us, substantial part of fixed assets has not been disposed off during the year affecting the going concern status of the company.

2. a) Physical verification of inventory has been conducted by the management at intervals, which in our opinion is reasonable.

b) The procedure of physical verification of stocks followed by the management is 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. No material discrepancies have been reported on such physical verification.

3. According to the information and explanations given to us, the company has not granted loans, secured or unsecured to companies, firms and other parties covered under section 301 of the Companies Act, 1956. Accordingly paragraphs 4 (iii) (a), (b), (c) and (d) of the Companies (Auditors Report) Order 2003, (as amended) are not applicable. The Company has not taken any loans, secured or unsecured from companies, firms or parties covered in the register maintained under section 301 of the Act. Accordingly, paragraphs 4 (iii) (e) to 4 (iii) (g) of the Order are not applicable.

4. In our opinion and according to the information and explanations furnished to us, there are adequate Internal Control procedures 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. Further on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any, continuing failure to correct major weaknesses in internal control system.

5. According to the information and explanations given to us, we are of the opinion that there are no transactions with reference to contracts or arrangements referred to in Sec.301 of the Companies Act that need to be entered into the register maintained under section 301.

6. According to the information and explanations given to us, the company has not accepted deposits from the public within the meaning of Sections 58A, 58AA and other relevant provisions of the Companies Act, 1956 and rules framed there under.

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

8. We have broadly reviewed the Books of Account maintained by the Company as prescribed by the Central Government for maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima-facie the prescribed accounts and records have been made and maintained. However, we have not carried out a detailed examination of the accounts and records.

9. a) According to the information and explanations given to us, the Company is generally 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 statutory dues with appropriate authorities. According to the information and explanations given to us, there are no undisputed amounts payable in respect of such statutory dues which have remained outstanding as at 31st 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, the details of disputed sales-tax, customs duty, excise duty and income-tax which have not been deposited either in full or partially as at 31st March, 2013 on account of any dispute, are as under:

10. 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 immediately preceding financial year.

11. Based on our audit procedures and on the information given by the management, the company has not defaulted in repayment of dues to any financial institutions or Bank.

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

13. The Company is not a Chit Fund/ Nidhi/ Mutual Benefit Fund/ Society, therefore the provisions of clause 4 (xiii) of the Order are not applicable to the company.

14. According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments. Therefore the provisions relating to maintenance of records pertaining to such transactions are not applicable to it.

15. 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.

16. According to the information and explanations given to us, the term loans taken by the company were applied for the purpose for which they were obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company we report that no funds raised on short term basis, have been used during the year for long term investment by the company.

18. During the year under audit, there is no preferential allotment of shares to the parties listed in the register maintained under section 301 of the Companies Act, 1956.

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

20. The management has disclosed the end use of money raised by public issues as part of its notes to accounts and on the basis of our verification of the same to the extent they have been spent, the amounts have been utilised for the purposes for which it has been raised.

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

For JOSEPH & RAJARAM

Chartered Accountants

ICAI Regn No. : 001375S

P. K. JOSEPH

Chennai Partner

30th May, 2013 Membership No. : 016180

 
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