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Auditor Report of Trident Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of TRIDENT LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, 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 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 the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements 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 in terms of Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it 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 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 Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 28(I)(a) 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 - Refer Note 48 to the financial statements;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company - Refer Note 49 to the financial statements.

Annexure to the Independent Auditors'' Report

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

(i) In respect of Company''s fixed assets:

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

(b) The Company has a program of verification of fixed assets to cover all the items in a phased manner over a period of three years. Pursuant to the programme, fixed assets were physically verified by the Management during the year, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us no material discrepancies were noticed on such verification.

(ii) In respect of Company''s inventories:

(a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals. However, in respect of certain items, the inventories were verified by the management on a visual estimation which has been relied upon by us.

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

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining 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 purchases of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

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

(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended and prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 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.

(vii) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has been regular in depositing undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities and generally been regular in depositing Income-tax, Professional tax and Work Contract Tax with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues in arrears as at March 31,2015 for a period of more than six months from the date they became payable.

(c) There are no dues of Wealth Tax, Customs Duty, Value Added Tax and Cess which have not been deposited as at March 31, 2015 on account of disputes. Details of dues of Income-tax, Sales Tax, Service Tax and Excise Duty which have not been deposited as on March 31, 2015 on account of disputes are given below:

Name of Statute Nature of Dues Forum where dispute is pending

Central Excise Law Excise Duty Customs, Excise and Service Tax Appellate Tribunal

Central Excise Law Excise Duty Revisionary Authority, Department of Revenue

Finance Act, 1994 Service Tax Customs, Excise and Service Tax Appellate Tribunal

Finance Act, 1994 Service Tax Commissioner (Appeals), Chandigarh

Sales Tax Laws Sales Tax MP Commercial Appellate Tribunal Board

Income-tax Act, 1961 Income Tax Income Tax Appellate Tribunal

Income-tax Act, 1961 Income Tax Commissioner of Income-tax (Appeals)

Income-tax Act, 1961 Income Tax Asst. Commissioner of Income-tax

Name of Statute Dues Amount involved Period to which the (H million) amount relates

Central Excise Law 122.8 2007-08, 2008-09, 2009-10 & 2010-11

Central Excise Law 0.3 2012-13



Finance Act, 1994 3.5 2007-08, 2008-09 & 2009-10



Finance Act, 1994 1.8 2007-08 & 2008-09

Sales Tax Laws 0.4 2010-11

Income-tax Act, 1961 0.3 (A.Y.) 2006-07

Income-tax Act, 1961 80.3 (A.Y.) 2009-10, 2010-11 & 2011-12

Income-tax Act, 1961 9.4 (A.Y.) 2004-05

The following matters have been decided in favour of the Company, although the department has preferred appeals at higher levels:

Name of Statute Nature of Dues Forum where Department has preferred appeals

Central Excise Law Excise Duty High Court, Chandigarh



Central Excise Law Excise Duty Customs, Excise and Service Tax Appellate Tribunal

Central Excise Law Excise Duty Revisionary Authority, New Delhi

Finance Act, 1994 Service Tax Customs, Excise and Service Tax Appellate Tribunal

Income Tax Act, 1961 Income Tax Supreme Court

Income Tax Act, 1961 Income Tax High Court

Income Tax Act, 1961 Income Tax Income Tax Appellate Tribunal

Name of Statute Amount involved Period to which the (H million) amount relates

Central Excise Law 30.3 2002-03, 2003-04, 2008-09 & 2009-10

Central Excise Law 135.7 2004-05, 2005-06, 2006-07 & 2007-08

Central Excise Law 10.7 2013-14

Finance Act, 1994 1.9 2004-05 & 2005-06



Income Tax Act, 1961 12.2 (A.Y.) 2002-03 & 2004-05

Income Tax Act, 1961 10.3 (A.Y.) 1989-90, 1990-91, 1997-98, 1999-00 & 2003-04

Income Tax Act, 1961 60.1 (A.Y.) 2006-07, 2007-08, 2009- 10 & 2010-11

(d) There are no amounts that are due to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

(viii) The Company does not have accumulated losses as at March 31, 2015 and has not incurred cash losses during the financial year ended on that date or in the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks and financial institutions. The Company has not issued any debentures during the year.

(x) 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 and financial institutions are not, prima facie, prejudicial to the interests of the Company as guarantees have been given for the companies which would support backward/forward integration of the Company''s operations.

(xi) In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained.

(xii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For DELOITTE HASKINS & SELLS

Chartered Accountants (Firm''s Registration No.015125N)

Jaideep Bhargava

Place : Gurgaon (Partner) Date : May 27, 2015 (Membership No. 90295)


Mar 31, 2014

We have audited the accompanying financial statements of TRIDENT LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and 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 Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under 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 September 13, 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.

Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal 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 Company''s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

(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 profit of the Company for the year ended on that date; and

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

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 in terms of Section 227(4A) 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 it 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 comply with the Accounting Standards notified under 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 September 13, 2013 of the Ministry of Corporate Affairs).

(e) On the basis of the written representations received from the directors as on March 31, 2014 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 Section 274(1 )(g) of the Act.

Annexure to the Independent Auditors'' Report

Having regard to the nature of the Company''s business/ activities/results during the year, clauses 4 (xiii) and (xiv) of paragraph 4 of the Order are not applicable to the Company.

(i) In respect of its fixed assets:

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

(b) The Company has a program of verification of fixed assets to cover all the items in a phased manner over a period of three years. Pursuant to the programme, fixed assets were physically verified by the Management during the year, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us no material discrepancies were noticed on such verification.

(c) The fixed assets disposed-off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(ii) In respect of its inventories:

(a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals. However, in respect of certain items, the inventories were verified by the management on a visual estimation which has been relied upon by us.

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

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.

(iii) In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

(a) The detail of unsecured loan/ advance given to a party is as under:

(Rs. million)

Particulars No. of parties Amount involved

Balance at the beginning of the year 1 23.2

Amount recovered during the year 1 23.2

Balance at the end of the year 0 -

Maximum balance outstanding during 1 23.2 the year

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

(c) The loan as referred to in paragraph (iii) (a) above is repayable on demand and the party has repaid the amount as called by the Company.

(d) There are no overdue amounts in respect of the loan granted as referred to in paragraph 4(iii) (a) to (c) above.

(e) The Company has, during the year, not taken any loans, secured or unsecured, from companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraph 4(iii) (f) and (g) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining 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 purchases of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

(v) 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 Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

(b) Where each of such transaction is in excess of Rs.5 lakhs in respect of any party, having regard to our comments in paragraph (iv) above, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time, other than certain purchases which are of special nature for which comparable quotations are not available and in respect of which we are, therefore, unable to comment if the transactions have been carried out at prices having regard to the prevailing market prices at the relevant time.

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

(vii) In our opinion, the internal audit functions carried out during the year by an external agency appointed by the Management have been commensurate with the size of the Company and the nature of its business.

(viii) 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.

(ix) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities and generally been regular in depositing Income-tax with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of 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 in arrears as at March 31, 2014 for a period of more than six months from the date they became payable.

(c) There are no dues of Wealth Tax and Cess which have not been deposited as at March 31, 2014 on account of disputes. Details of dues of Income-tax, Service tax, Sales tax, Customs duty and Excise duty which have not been deposited as on March 31, 2014 on account of disputes are given below:

Name of Nature of Forum where Amount Period to Statute Dues Dispute is Involved which the Pending (Rs.mn) Amount Relates

Central Excise Excise Duty Commissioner 11.5 2007-08, 2013-14 Law (Appeals), Chandigarh

Central Excise Excise Duty Customs, Excise 122.0 2008-09, 2009-10 Law and Service Tax and 2010-11 Appellate Tribunal

Central Excise Excise Duty Revisionary 0.3 2012-13 Law Authority, New Delhi

Service Tax Service Tax Customs, Excise 3.5 2007-08, 2008-09 and Service Tax and 2009-10 Appellate Tribunal

Income-tax Act Income Tax Asst. Commissi- 9.4 (A.Y.) 2004-05 oner of Income- tax

Income-tax Act Income Tax Commissioner of 68.3 (A.Y.) 2005-06, Income-tax 2006-07,2011-12 (Appeals) Income-tax Act Income Tax Income Tax 0.3 (A.Y.) 2006-07 Appellate Tribunal

The following matters have been decided in favour of the Company, although the department has preferred appeals at higher levels:

Name of Nature of Forum where Amount Period to Statute Dues Dispute is Involved which the Pending (Rs.mn) Amount Relates

Central Excise Excise Duty Customs, Excise 40.2 2005-06, 2006-07 Law and Service Tax Appellate Tribunal

Central Excise Excise Duty Punjab & Haryana 30.3 2002-03, 2003-04, Law High Court, 2008-09 and 2009-10 Chandigarh Service Tax Service Tax Customs, Excise 1.8 2004-05, 2005-06 Act and Service Tax Appellate Tribunal

Income-tax Act Income Tax Income Tax 26.5 (A.Y.) 2006-07 Appellate Tribunal

Income-tax Act Income Tax High Court 5.5 (A.Y.) 1989-90, 1990-91, 1997-98 and 1999-00 Income-tax Act Income Tax Supreme Court 12.2 (A.Y.) 2002-03, 2004-05

(x) The Company does not have accumulated losses as at March 31, 2014 and has not incurred cash losses during the financial year ended on that date or 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 the repayment of dues to banks and financial institutions. The Company has not issued any debentures during the year.

(xii) In our opinion and according to the information and explanations given to us, the Company has not granted any loans and advances during the year 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 terms and conditions of the guarantees given by the Company for loans taken by others from banks and financial institutions are not, prima-facie, prejudicial to the interests of the Company as guarantees have been given for the companies which would support backward/forward integration of the Company''s operations.

(xiv) In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained.

(xv) In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have, prima facie, not been used during the year for long-term investment.

(xvi) According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties or companies covered in the Register maintained under Section 301 of the Companies Act, 1956, during the year.

(xvii) According to the information and explanations given to us, the Company has not issued any debentures during the year.

(xviii) According to the information and explanations given to us, the Company has not raised any money by way of public issues during the year.

(xix) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For DELOITTE HASKINS & SELLS

Chartered Accountants (Firm''s Registration No. 015125N)

Vijay Agarwal Place : Ludhiana (Partner) Date : May 15, 2014 (Membership No. 094468)


Mar 31, 2013

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of TRIDENT LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2013, the Statement of Profit and Loss and 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 FINANCIAL STATEMENTS

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 ("the Act") 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

AUDITORS'' RESPONSIBILITY

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal 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 Company''s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements

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

OPINION

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

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

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

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

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 in terms of Section 227(4A) 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 it 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 comply with the Accounting Standards referred to in Section 211(3C) of the Act

(e) On the basis of the written representations received from the directors as on 31st March, 2013 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2013 from being appointed as a director in terms of Section 274(1)(g) of the Act

(REFERRED TO IN PARAGRAPH 1 UNDER ''REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS'' SECTION OF OUR REPORT OF EVEN DATE)

Having regard to the nature of the Company''s business/ activities/results during the year, clauses 4 (xiii) and (xiv) of paragraph 4 of the Order are not applicable to the Company

(i) In respect of its fixed assets:

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

(b) The Company has a program of verification of fixed assets to cover all the items in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program certain fixed assets were physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification

(c) The fixed assets disposed-off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company

(ii) In respect of its inventories:

(a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals. However, in respect of certain items, the inventories were verified by the management on a visual estimation which has been relied upon by us.

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

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account

(iii) In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

(a) The detail of unsecured loan/ advance given to a party is as under:

(Rs. Millions)

Particulars No. of Amount Parties involved

Balance at the beginning of the year 1 64.4

Amount recovered during the year 1 41.2

Balance at the end of the year 1 23.2*

Maximum balance outstanding 1 64.4 during the year

* subsequently recovered

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

(c) The loan as referred to in paragraph (iii) (a) above is repayable on demand and the party has repaid the amount as called by the Company

(d) There are no overdue amounts in respect of the loan granted as referred to in paragraph 4(iii) (a) to (c) above

(e) The Company has, during the year, not taken any loans, secured or unsecured, from companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956 Accordingly, paragraph 4(iii) (f) and (g) of the Order are not applicable

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining 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 purchases of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system

(v) 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 Section 301 that needed to be entered in the Register maintained under the said Section have been so entered

(b) Where each of such transaction is in excess of Rs.5 lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time, other than certain purchases which are of special nature for which comparable quotations are not available and in respect of which we are, therefore, unable to comment

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

(vii) In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants appointed by the Management have been commensurate with the size of the Company and the nature of its business

(viii) 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

(ix) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has been 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 applicable to it with the appropriate authorities

(b) There were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, ncome-tax, Sales Tax, Wealth Tax, Service Tax,

Customs Duty, Excise Duty, Cess and other material statutory dues in arrears as at March 31, 2013 for a period of more than six months from the date they became payable

(c) There are no dues of Wealth Tax and Cess which have not been deposited as at March 31, 2013 on account of disputes. Details of dues of Income-tax, Service tax, Sales tax, Customs duty and Excise duty which have not been deposited as on March 31, 2013 on account of disputes are given below:

Name of Statute Nature of Dues Forum where dispute is pending

Central Excise Law Excise Duty Customs, Excise and Service Tax Appellate Tribunal

Customs Act Customs Duty Revisionary Authority, Department of Rev- enue

Service Tax Service Tax Customs, Excise and Service Tax Appellate Tribunal

Service Tax Service Tax Commissioner (Appeal)

Income-tax Act Income Tax Asst. Commissioner of Income-tax

Income-tax Act Income Tax Income Tax Appellate Tribunal

Income-tax Act Income Tax Supreme Court

Name Amount involved Period to which the (Rs. million) amount relates

Central Excise Law 122.0 2008-09, 2009-10 and 2010-11

Central Excise Law 0.5 2008-09,2009-10.

Service Tax 3.2 2008-09,2009-10

Service Tax 2.5 2006-07, 2007-08. 2008-09

9.4 (A.Y.) 2004-05

Service Tax 0.3 (A.Y.) 2006-07

Service Tax 10.0 (A.Y) 2004-05

The following matters have been decided in favour of the Company, although the department has preferred appeals at higher levels:

Name of Statute Nature of Dues Forum where Department has preferred appeals

Central Excise Law Excise Duty Customs, Excise and Service Tax Appellate Tribunal

Central Excise Law Excise Duty High Court

Central Excise Law Excise Duty Commissioner (Appeals)

Service Tax Act Service Tax Customs, Excise and Service Tax Appellate Tribunal

Service Tax Act Service Tax Commissioner (Appeals)

Income Tax Act Income Tax Income Tax Appellate Tribunal

Income Tax Act Income Tax High Court

Name Amount Period to which the (Rs. million) amount relates

Service Tax Act 40.0 2005-06, 2006-07

Service Tax Act 4.1 2010-11

Service Tax Act 0.3 2012-13

Service Tax Act 2.0 2004-05, 2005-06

Service Tax Act 1.5 2011-12

Service Tax Act 73.2 (A.Y.) 2004-05, 2005-06

Service Tax Act 2006-07 and 2008-09

Service Tax Act 5.5 (A.Y.) 1989-90, 1997-98 and 1999-00

(x) The Company does not have accumulated losses as at March 31, 2013 and has not incurred cash losses during the financial year ended on that date or 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 the repayment of dues to banks and financial institutions.

(xii) In our opinion and according to the information and explanations given to us, the Company has not granted any loans and advances during the year 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 terms and conditions of the guarantees given by the Company for loans taken by others from banks and financial institutions are not, prima-facie, prejudicial to the interests of the Company as guarantees have been given for the companies which would support backward/forward integration of the Company''s operations

(xiv) In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained

(xv) In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis aggregating Rs.903 million have been used for financing fixed assets

(xvi) The Company has not made any preferential allotment of shares to parties or companies covered in the Register maintained under Section 301 of the Companies Act, 1956, during the year

(xvii) The Company has not issued any debentures during the year

(xviii) The Company has not raised any money by way of public issues during the year

(xix) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Firm Registration No. 015125N)

VIJAY AGARWAL

Place : Gurgaon (Partner)

Date : May 15, 2013 (Membership No. 094468)


Mar 31, 2012

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

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

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

4. As indicated in note 39, the Company has not accounted for restatement loss on forward contracts and mark to market loss on open put derivative options aggregating Rs.263.5 million and Rs.343.6 million respectively for the year ended March 31, 2012. Such non-recognition of loss is not in line with Accounting Standard (AS) 11 "The Effects of Changes in Foreign Exchange Rates" and guidance issued by Institute of Chartered Accountants of India (ICAI) on accounting of derivatives. Had such loss been recognized, loss after tax for the year ended March 31, 2012 would be higher and credit balance in Reserves and Surplus as at March 31, 2012 would be lower by Rs.410.1 million. Accordingly, basic and diluted loss per share for the year ended March 31, 2012 would have been higher by Rs. 1.49. The non-recognition of loss with respect to open put derivative options was subject matter of qualification in previous year also.

5. Further to our comments in the Annexure referred to in paragraph 3 above and subject to our comments in paragraph 4 above, we report as follows:

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 it appears from our examination of those books;

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;

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

e) in our opinion and to the best of our information and according to the explanations given to us, they 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 March 31, 2012;

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

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

6. On the basis of the written representations received from the Directors as on March 31, 2012 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2012 from being appointed as a director in terms of Section 274(1 )(g) of the Companies Act, 1956 except for one of the independent director from whom the declaration under the said section has not been received.

Having regard to the nature of the Company's business/activities/result, clause 4 (xiii) of CARO is not applicable.

i) In respect of its fixed assets:

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

b) The fixed assets were physically verified during the year by the Management in accordance with regular programme of verification. In our opinion, such physical verification of fixed assets is reasonable having regard to the size of the Company and nature of its business. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

c) The fixed assets disposed-off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

ii) In respect of its inventory:

a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals. However, in respect of certain items, the inventories were verified by the management on a visual estimation which has been relied upon by us.

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

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.

iii) In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the Register under section 301 of the Companies Act, 1956, according to the information and explanations given to us:

a) The detail of unsecured loan/advance to a party is as under:

No. of Parties Amount involved (Rs. Millions)

Balance at the beginning of the year

Loan/Advance incorporated pursuant to amalgamation of

Trident Agritech Limited with the Company 1 80.0

Balance at the end of the year 1 64.4

Maximum balance outstanding during the year 1 80.0

b) According to the information and explanation given to us, we are of the opinion that the advances in the nature of unsecured loans to parties covered in the register under section 301 of the Companies Act, 1956 are not prejudicial to the interest of the Company.

c) According to the information and explanation given to us, as per the terms of the loan agreement, the principal and interest amount is not yet due.

d) According to the information and explanations given to us, there are no overdue amounts in respect of the loan granted as referred to in paragraph 4(iii) (a) to (c) above.

e) According to the information and explanation given to us, the Company has, during the year, not taken any loans, secured or unsecured, from companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraph 4(iii) (f) and (g) of the Order are not applicable.

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and the sale of goods and services and in respect of contracts/ purchases of services which are of special nature comparable quotations are not readily available. During the course of our audit, we have not observed any major weakness in such internal control system.

v) 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 Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

b) Where each of such transaction is in excess of Rs.5 lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

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

vii) In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants appointed by the Management have been commensurate with the size of the Company and the nature of its business.

viii) We have broadly reviewed the books of account maintained by the Company in respect of the products where, pursuant to the rules made by the Central Government, the maintenance of cost records have 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 maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete.

ix) a) According to the information and explanations given to us

and records of the Company examined by us, the Company has been 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, value added tax and other material statutory dues applicable to it and in case of works contract tax, it has generally been regularly deposited with the appropriate authorities. We are informed that there are no undisputed statutory dues as at the year-end outstanding for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us and the records of the Company examined by us, there are no disputed dues in respect of Wealth tax, Sales Tax and cess, which have not been deposited. Details of dues of Income- tax, Service Tax, Customs duty and Excise Duty which have not been deposited as on March 31, 2012 on account of disputes are given below:

Statute Nature of Dues Forum where dispute is pending Amount involved Period to which (Rs. million) the amount relates

Central Excise Law Excise Duty Customs, Excise and Service Tax 82.5 2002-03, Appellate Tribunal 2009-10, 2010-11

Customs Act Custom Duty Commissioner (Appeal), Bhopal 0.5 2008-09,2009-10

Service Tax Excise Duty Customs, Excise and Service Tax 3.6 2008-09,

Appellate Tribunal 2009-10, 2010-11

Service Tax Excise Duty Commissioner (Appeal), Chandigarh 0.5 2007-08,2008-09



Statute Nature of Dues Forum where Department has Amount Period to which preferred appeals (Rs. million) the amount relates

Central Excise Law Excise Duty Customs, Excise and Service Tax 40.0 2005-06,2006-07 Appellate Tribunal

Central Excise Law Excise Duty Commissioner (Appeals) 26.1 2009-10

Service Tax Act Service Tax Customs, Excise and Service Tax 2.0 2004-05,2005-06 Appellate Tribunal

Income Tax Act Income Tax Income Tax Appellate Tribunal 64.6 (A.Y.) 1990-91, 2004-05 and 2006-07

Income Tax Act Income Tax High Court 18.1 (A.Y.) 1990-91, 1993-94,

1997-98, 1998-99, 1999-00 and 2004-05

x) The Company does not have accumulated losses as at March 31, 2012 and has not incurred cash losses during the financial year ended on that date or 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 the repayment of dues to banks and financial institutions.

xii) In our opinion and according to the information and explanations given to us, the Company has not granted any loans and advances during the year 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 dealing or trading in shares, securities, debentures and other investments.

xiv) 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 and financial institutions are not prima-facie prejudicial to the interests of the Company as guarantees have been given for the companies which would support backward/forward integration of the Company's operations.

xv) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

xvi) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that funds raised on short-term basis aggregating Rs.476 million have been used for financing fixed assets.

xvii) The Company has not made any preferential allotment of shares to parties or companies covered in the Register maintained under Section 301 of the Act, during the year.

xviii) The Company has not issued any debentures during the year.

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

(xx) To the best of our knowledge and according to the information and explanations given to us, no fraud by and no material fraud on the Company has been noticed or reported during the year.

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Registration No. 015125N)

Vijay Agarwal

Place : Ludhiana Partner

Date : May 25, 2012 Membership No. 094468


Mar 31, 2010

1. We have audited the attached Balance Sheet of ABHISHEK INDUSTRIES LIMITED ("the Company") as at March 31, 2010, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report as follows:

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 it 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 are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;

e) as indicated in note 18 in Schedule 17, the possible loss on valuation of open put derivative options, in view of the reasons stated therein could not be determined by the Company. The ultimate outcome of these transactions and their effect on these accounts cannot be ascertained at this stage. This matter was subject to qualification in previous year also.

Subject to above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the balance sheet, of the state of affairs of the Company as at March 31, 2010;

ii) in the case of the profit and loss account, of the profit of the Company for the year ended on that date; and

iii) in the case of the cash flow statement, of the cash flows of the Company for the year ended on that date.

5. On the basis of the written representations received from the Directors as on March 31, 2010 taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2010 from being appointed as a director in terms of Section 274(1)(g) of the Companies Act, 1956.

AUDITORS REPORT (Contd.) Annexure to the Auditors Report (Referred to in paragraph 3 of our report of even date) Having regard to the nature of the Companys business/activities/result, clauses 4(x) and 4(xiii) of CARO are not applicable.

i) In respect of its fixed assets:

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

b) The fixed assets were physically verified during the year by the Management in accordance with regular programme of verification. In our opinion, such physical verification of fixed assets is reasonable having regard to the size of the Company and nature of its business. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

ii) In respect of its inventory:

a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals. However, in respect of certain items, the inventories were verified by the management on a visual estimation which has been relied upon by us.

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

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.

iii) In respect of loans, secured or unsecured, granted by the Company to Companies, firms or other parties covered in the Register under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

a) The Company has granted unsecured loan to a party the details of which are as under:

(Rs. millions)

No of Amount

Parties involved

Balance at the beginning of the year. 1 145.7

Loans granted during the year. 1 27.7

Amount received/ adjusted during the year:

- issue of equity shares (75.0)

- in cash (39.6)

Balance at the end of the year 1 58.8

Maximum balance outstanding during the year 1 169.3

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

c) According to the information and explanations given to us, the loan, as referred to in paragraph (iii) (a), is repayable on demand along with interest. The party has been regular in repayment of principal amount along with funded interest that has been called during the year.

d) According to the information and explanations given to us, there are no overdue amounts in respect of the loans granted as referred to in paragraph 4(iii)(a) above and interest thereon.

e) According to the information and explanations given to us, the Company has, during the year, not taken any loans, secured or unsecured, from companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraph 4(iii) (f) and (g) of the Order are not applicable.

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and the sale of goods. There is no sale of services during the year. During the course of our audit, we have not observed any major weakness in such internal control system.

v) 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 Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

b) Where each of such transaction is in excess of Rs.5 lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time except in respect of certain purchases for which comparable quotations are not available and in respect of which we are unable to comment.

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

vii) In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants appointed by the Management have been commensurate with the size of the Company and the nature of its business.

viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 in respect of textile and paper products and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determining whether they are accurate or complete. To the best of our knowledge and according to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records for any other product of the Company.

ix) a) According to the information and explanations given to us and records of the Company examined by us, the Company has been 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, value added tax and other material statutory dues applicable to it with the appropriate authorities. We are informed that there are no undisputed statutory dues as at the year end

outstanding for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us and the records of the Company examined by us, there are no disputed dues in respect of wealth tax, customs duty and cess, which have not been deposited. Details of dues of Income-tax, Sales Tax, Service Tax and Excise Duty which have not been deposited as on March 31, 2010 on account of disputes are given below:

Statute Nature of Dues Forum where disputes Amount Amount paid Period to which

is pending involved under protest the amount

(Rs. million) (Rs. million) relates

Sales Tax Act Sales Tax Deputy Commissioner 0.2 0.1 2003-04

Excise and Taxation

Central Excise Law Excise Duty Customs, Excise and Service 3.7 - 2002-03

Tax Appellate Tribunal

Service Tax Act Service Tax Commissioner (Appeals) 3.2 - 2008-09 and

2009-10

Income Tax Act Penalty Commissioner of Income 80.2 0.1 (A.Y.) 1995-96,

Tax (Appeals) 2004-05 and 2006-07

Income Tax Act Income Tax Income Tax Appellate Tribunal 133.4 91.0 (A.Y.) 2004-05

The following matters have been decided in favour of the Company, although the department has preferred appeals at higher levels:

Statute Nature of Dues Forum where Department Amount Period to which

has preferred appeals (Rs. million) amount relates

Central Excise Law Excise Duty Customs, Excise and Service 48.6 2004-05, 2005-06 and

Tax Appellate Tribunal 2006-07

Service Tax Act Service Tax Customs, Excise and Service 2.1 2004-05 and 2005-06

Tax Appellate Tribunal

Income Tax Act Interest High Court 1.7 (A.Y.) 1989-90 and

1990-91

x) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks and financial institutions.

xi) In our opinion and according to the information and explanations given to us, the Company has not granted any loans and advances during the year on the basis of security by way of pledge of shares, debentures and other securities.

xii) In our opinion and according to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

xiii) 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 and financial institutions are not prima facie prejudicial to the interests of the Company.

xiv) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

xv) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet,

we report that funds raised on short-term basis have not been used during the year for long- term investment.

xvi) The Company has not made any preferential allotment of shares during the year.

(xvii) The Company has not issued any debentures during the year.

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

(xix) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Registration No. 015125N)

Manjula Banerji

Partner

Membership No. 086423

Place: New Delhi

Date: May 3, 2010

 
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