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Auditor Report of Tube Investments of India Ltd.

Mar 31, 2015

Report on the Standalone Financial Statements

We have audited the accompanying financial statements of TUBE INVESTMENTS OF INDIA LIMITED ("the Company"), which comprise the Balance Sheet as at 31 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 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 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 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 financial statements.

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, of the state of affairs of the Company as at 31 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 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 31 March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 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 26 (I) to the financial statements;

ii. The Company did not have any material foreseeable losses on long-term contracts including derivative contracts.

iii. There has been no delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the Company.

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

(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) Some of the fixed assets were physically verified during the year by the Management in accordance with a programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(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.

(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 during the financial 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 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 made and maintained. We have, however, not made a detailed examination of the cost records with a view to determining 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 generally been regular in depositing undisputed dues, including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth tax, Value Added Tax, Service Tax, Duty of Customs, Duty of Excise, 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, Employees'' State Insurance, Income Tax, Sales Tax, Wealth tax, Value Added Tax, Service Tax, Duty of Customs, Duty of Excise, Cess and other material statutory dues in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

(c) Details of dues of Income Tax, Sales Tax, Duty of Customs, Duty of Excise and Service Tax which have not been deposited as at 31 March 2015 on account of disputes are given below:

Name of the Statute Nature of Dues

Income Tax Act, 1961 Income Tax *

Interest **

Central Sales Tax Act, 1956 - Various States Sales Tax#

Local Sales Tax Laws - Various States Sales Tax

Sales Tax***

Interest & Penalty**

Sales Tax#

Service Tax (Chapter V of the Finance Act,1994) Service Tax

Service Tax

Central Excise Act, 1944 Excise Duty/ Penalty

Excise Duty/ Penalty/Interest

Period to which the Amount Forum where Dispute is pending involved amount relates Rs. in Crores)

Commissioner of Income Tax (Appeals) 2005-06, 2007-08, 7.90 2008-09, 2010-11

Commissioner of Income Tax (Appeals) 2005-06, 2010-11 0.99

Revisional Board (West Bengal) 2005-06 0.06

Joint Commissioner of Commercial Taxes 2009-10, 2010-11 0.25

Honourable High Court of Punjab and 1999-00 0.02 Haryana

Assessing Officer - on remand pursuant 2002-03 0.03 to Appellate Proceedings

Revisional Board (West Bengal) 2005-06 0.01

Customs, Excise and Service Tax 1999-00 to 2010-11 0.34 Appellate Tribunal

Commissioner of Central Excise 2011-12 & 2012-13 0.02 (Appeals)

Customs, Excise and Service Tax 2001-02 to 2009-10 3.68 Appellate Tribunal

Commissioner of Central Excise 1995-06 to 2012-13 0.21 (Appeals)

* Rs. 2.31 Crores pertaining to 2010-11 has been remitted subsequently on 30 April 2015.

** Rs. 0.19 Crores pertaining to 2010-11 has been remitted subsequently on 30 April 2015 and Rs. 0.02 Crores pertaining to 2008-09 has been adjusted against the Refund due for the year 2005-06.

***Paid subsequently on 29 April 2015.

* Paid subsequently on 20 April 2015.

(d) The Company has been generally regular in transferring amounts 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 within time.

(viii) The Company does not have accumulated losses as the end of the financial year and the Company has not incurred cash losses during the financial year covered by our audit and 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 debenture holders. The Company has not taken any loans from financial institutions during the current year.

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

(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, other than temporary deployment pending application.

(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 Registration No. 008072S)

Geetha Suryanarayanan Partner Chennai, 5 May 2015 (Membership No. 29519)


Mar 31, 2014

We have audited the accompanying financial statements of TUBE INVESTMENTS OF INDIA LIMITED ("the Company"), which comprise the Balance Sheet as at 31 March, 2014, the Statement of profit and Loss, and the Cash Flow Statement for the year then ended, and a summary of the signifi cant account ng policies and other explanatory informat on.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparat on of these fi nancial statements that give a true and fair view of the financial posit on, financial performance and cash flows of the Company in accordance with the Account ng Standards notified under the Companies Act, 1956 ("the Act") (which cont nue to be applicable in respect of Sect on 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13 September, 2013 of the Ministry of Corporate Affairs) and in accordance with the account ng principles generally accepted in India. This responsibility includes the design, implementat on and maintenance of internal control relevant to the preparat on and presentat on 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 Audit ng issued by the Inst tute 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 preparat on and fair presentat on 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 eff ect veness of the Company''s internal control. An audit also includes evaluat ng the appropriateness of the account ng policies used and the reasonableness of the account ng est mates made by the Management, as well as evaluat ng the overall presentat on of the fi nancial statements.

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

Opinion

In our opinion and to the best of our informat on and according to the explanat ons given to us, the aforesaid

financial statements give the informat on required by the Act in the manner so required and give a true and fair view in conformity with the account ng principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of Affairs of the Company as at 31March, 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 Sect on 227(4A) of the Act, we give in the Annexure a statement on the mat ers specifi ed in paragraphs 4 and 5 of the Order.

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

(a) We have obtained all the informat on and explanat ons 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 examinat on 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 Account ng Standards notified under the Act (which cont nue to be applicable in respect of Sect on 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13 September, 2013 of the Ministry of Corporate Aff airs).

(e) On the basis of the writen representat ons received from the directors as on 31 March, 2014 taken on record by the Board of Directors, none of the directors is disqualifi ed as on 31 March, 2014 from being appointed as a director in terms of Sect on 274(1)(g) of the Act.

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

(i) Having regard to the nature of the Company''s business/ act vit es/results during the year, clauses vi, x, xii, xiii, xiv, xv, xviii and xx of Paragraph 4 of the Order are not applicable to the Company.

(ii) In respect of its fixed assets:

a. The Company has maintained proper records showing full part culars, including quant tat ve details and situat on of fixed assets.

b. Some of the fixed assets were physically verifi ed during the year by the Management in accordance with a programme of verifi cat on, which in our opinion provides for physical verifi cat on of all the fi xed assets at reasonable intervals. According to the informat on and explanat ons given to us, no material discrepancies were not ced on such verifi cat on.

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

(iii) In respect of its inventory:

a. As explained to us, the inventories held by the Company have been physically verifi ed during the year by the Management at reasonable intervals.

b. In our opinion and according to the informat on and explanat ons given to us, the procedures of physical verifi cat on of inventories followed by the Management were reasonable and adequate in relat on to the size of the Company and the nature of its business.

c. In our opinion and according to the informat on and explanat ons given to us, the Company has maintained proper records of its inventories and no material discrepancies were not ced on physical verifi cat on.

(iv) The Compa ny has not granted any loans, secured or unsecured, to companies, fi rms or other part es listed in the Register maintained under Sect on 301 of the Companies Act, 1956.

In respect of loans, secured or unsecured, taken by the Company from companies, fi rms or other part es listed in the Register maintained under Sect on 301 of the Companies Act, 1956, according to the informat on and explanat ons given to us:

a. During the year, one of the part es listed in the Register maintained under Sect on 301 of the Companies Act, 1956 has purchased from the open market 10 units of Non-convert ble debentures issued by the Company having a face value of Rs.1 Crore each aggregat ng to Rs.10 Crores. At the year end, the outstanding balances of such debentures held by the party aggregated to Rs.10.82 Crores (including interest payable of Rs. 0.82 Crores) and the maximum amount outstanding during the year was Rs.10.82 Crores.

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

c. As per the terms of the issue, no repayment of principal and interest fell due during the year.

(v) In our opinion and according to the informat on and explanat ons given to us, having regard to the explanat ons that some of the items purchased are of special nature and suitable alternat ve sources are not readily available for obtaining comparable quotat ons, 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.

(vi) In respect of contracts or arrangements entered in the Register maintained in pursuance of Sect on 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the informat on and explanat ons given to us:

a. The part culars of contracts or arrangements referred to Sect on 301 that needed to be entered in the Register maintained under the said Sect on have been so entered.

b. Where each of such transact on is in excess of Rs.5 lakhs in respect of any party, the transact ons have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant t me.

(vii) In our opinion, the internal audit funct ons carried out during the year by the Internal Audit Department of the Company as well as some external agencies 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 Account ng Records) Rules, 2011 prescribed by the Central Government under Sect on 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 examinat on of the cost records with a view to determining whether they are accurate or complete.

(ix) According to the informat on and explanat ons given to us, in respect of statutory dues:

a. The Company has generally been regular in deposit ng undisputed dues, including Provident Fund, Investor Educat on and Protect on Fund, Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorit es.

b. There were no undisputed amounts payable in respect of Provident Fund, Investor Educat on and Protect on Fund, Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues in arrears as at 31 March 2014 for a period of more than six months from the date they became payable.

c. Details of dues of Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty and Cess which have not been deposited as on 31 March 2014 on account of disputes are given below:

Name of the Statute Nature of Dues Forum where Dispute is pending

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

Interest Commissioner of Income Tax (Appeals)

Central Sales Tax Act, Sales Tax Assessing Officer-On Remand pursuant to appellate 1956 - Various States proceedings

Sales Tax Deputy Commissioner of Commercial Taxes (Appeals)

Interest & Penalty Honourable High Court of Madras

Sales Tax Joint Commissioner of Commercial Taxes (Appeals)

Interest & Penalty Joint Commissioner of Commercial Taxes (Appeals)

Sales Tax Revisional Board (West Bengal)

Local Sales Tax Laws - Sales Tax Assessing Officer (Remand pursuant to Appellate Various States Proceedings)

Interest & Penalty Assessing Officer (Remand pursuant to Appellate Proceedings)

Sales Tax Assessing Officer (To be appealed before the Joint Commissioner- Appeals)

Sales Tax Deputy Commissioner of Commercial Taxes (Appeals)

Entry Tax Deputy Commissioner of Commercial Taxes (Appeals)

Sales Tax Honurable High Court of Madras

Sales Tax Joint Commissioner of Commercial Taxes (Appeals)

Interest & Penalty Joint Commissioner of Commercial Taxes (Appeals)

Sales Tax Revisional Board (West Bengal)

Sales Tax Sales Tax Appellate Tribunal

Service Tax (Chapter V of Service Tax Customs, Excise and Service Tax Appellate Tribunal the Finance Act, 1994)

Service Tax# Commissioner of Central Excise (Appeals)

Customs Act, 1962 Customs Duty Customs, Excise and Service Tax Appellate Tribunal

Central Excise Act, 1944 Excise Duty/ Penalty Customs, Excise and Service Tax Appellate Tribunal

Interest Customs, Excise and Service Tax Appellate Tribunal

Penalty Honourable High Court of Madras

Excise Duty Honourable High Court of Bombay

Excise Duty Commissioner of Central Excise (Appeals)

Interest Commissioner of Central Excise (Appeals)



Name of the Statute Period to which the Amount involved amount relates (Rs. in Crores)

Income tax Act, 1961 2005-06 0.31

2005-06 0.17

Central Sales Tax Act, 1990-91 & 1991-92 0.05 1956 - Various States 1999-00, 2004-05, 2010-11 0.23

2001-02 0.29

2003-04 to 2011-12 2.24

2006-07 to 2010-11 0.01

2005-06 0.06

2000-01, 2005-06 0.01 Local Sales Tax Laws- Various States 2002-03, 2005-06 0.05

2009-10 0.14

2004-05 0.07

2004-05 0.01

1999-00 0.02

2002-03 to 2004-05 0.08

2002-03 to 2004-05 0.05

2005-06 0.01

Service Tax (Chapter 1988-89 to 1995-96 0.02 V of the Finance Act, 1994 1999-00 to 2010-11 0.34

2010-11 0.00

Customs Act, 1962 2002-03 to 2006-07 0.66

Central Excise 2001-02 to 2009-10 3.71 Act, 1944 2002-03 to 2005-06 0.04

2000-01 0.09

1994-95 0.02

1995-96 to 2011-12 0.12

2005-06, 2006-07 and 0.02 2012-13

#Amount involved is Rs.28,000

(x) In our opinion and according to the informat on and explanat ons given to us, the Company has not defaulted in the repayment of dues to banks and debenture holders. The Company has not borrowed from fi nancial inst tut ons during the current year.

(xi) In our opinion and according to the informat on and explanat ons given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained, other than temporary deployment pending applicat on.

(xii) In our opinion and according to the informat on and explanat ons given to us and on an overall examinat on 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.

(xiii) According to the informat on and explanat ons given to us, during the period covered by our audit report, the Company has issued 150 units of Non-convert ble debentures having a face value of Rs.1 Crore each and 3,000 units of Non-convert ble debentures having a face value of Rs. 10 Lakhs each. The Company

has created security in respect of the secured debentures issued during the year, except in the case of 500 units of Non- convert ble debentures having face value of Rs. 10 Lakhs each with coupon of 10.04% and 500 units of Non-convert ble debentures having face value of Rs.10 Lakhs each with coupon of 10.045% for which the Company is in the process of creat ng the charge for security within the applicable t me limit.

(xiv) To the best of our knowledge and according to the informat on and explanat ons given to us, no fraud by the Company and no material fraud on the Company has been not ced or reported during the year.

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Firm Registrat on No. 008072S)

Geetha Suryanarayanan

Partner CHENNAI, 5 May 2014 (Membership No. 29519)


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of TUBE INVESTMENTS OF INDIA LIMITED ("the Company"), which comprise the Balance Sheet as at 31 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 fi nancial statements that give a true and fair view of the financial position, financial performance and cash fl ows of the Company in accordance with the Accounti ng Standards referred to in Secti on 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 presentati on of the fi nancial 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 fi nancial 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 fi nancial 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 explanati ons 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 31 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 Secti on 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 31 March 2013, taken on record by the Board of Directors, none of the directors is disqualifi ed as on 31 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)

(i) Having regard to the nature of the Company''s business/ activities/results during the year, clauses vi, x, xii, xiii, xiv, xv, xviii and xx of Paragraph 4 of the Order are not applicable to the Company.

(ii) 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. Some of the fixed assets were physically verified during the year by the Management in accordance with a programme of verification, which in our opinion provides for physical verificati on 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 fi xed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(iii) In respect of its inventory:

a. As explained to us, the inventories held by the Company have been physically verifi ed during the year by the Management at reasonable intervals.

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.

(iv) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parti es listed in the Register maintained under Section 301 of the Companies Act, 1956.

(v) 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.

(vi) 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.

(vii) In our opinion, the internal audit functions carried out during the year by the Internal Audit Department of the Company as well as some external agencies 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 determining 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 generally been regular in depositing undisputed dues, including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other 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, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues in arrears as at 31 March 2013 for a period of more than six months from the date they became payable.

c. Details of dues of Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty and Cess which have not been deposited as on 31 March 2013 on account of disputes are given below:

Nature of Statute Forum where Dispute is pending Dues

Income tax Commissioner (Appeals) Income tax Act, 1961

Interest Commissioner (Appeals)

Assessing Officer-On Remand pursuant to appellate Sales Tax proceedings

Interest# Assessing Officer-On Remand pursuant to appellate Central Sales Tax Proceedings Act, 1956 - Various Sales Tax Deputy Commissioner (Appeals)

States Sales Tax High Court

Sales Tax Joint Commissioner (Appeals)

Interest Joint Commissioner (Appeals)

Sales Tax Revisional Board

Sales Tax Sales Tax Appellate Tribunal

Assessing Officer-On Remand pursuant to appellate Sales Tax proceedings

Sales Tax Deputy Commissioner (Appeals)

Interest Deputy Commissioner (Appeals)

Local Sales Tax Laws Sales Tax High Court various States Sales Tax Joint Commissioner (Appeals)

Sales Tax Revisional Board

Sales Tax Sales Tax Appellate Tribunal

Interest Sales Tax Appellate Tribunal

Interest Commissioner of Central Excise (Appeals)

Excise Duty Joint Secretary, Government of India

Excise Duty Customs, Excise and Service Tax Appellate Tribunal

Penalty Customs, Excise and Service Tax Appellate Tribunal

Interest Customs, Excise and Service Tax Appellate Tribunal

Central Excise Act,1944 Excise Duty Madras High Court

Excise Duty Customs, Excise and Service Tax Appellate Tribunal

Excise Duty Bombay High Court

Excise Duty Customs, Excise and Service Tax Appellate Tribunal

Excise Duty Commissioner of Central Excise (Appeals)

Interest* Commissioner of Central Excise (Appeals)

Service Tax (Chapter V of the Finance Act, Service Tax Customs, Excise and Service Tax Appellate Tribunal 1994)

Statute Period to which the amount Amount involved relates (Rs. in Crores)

Income tax Act 1961 2005-06 0.31

2005-06 0.24

1990-91, 1991-92, 2002-03, 2004-05 & 2010-11 0.69

2010-11 0.00

Central Sales Tax Act1956 1999-00, 2007-08 0.08

2001-02 0.29

2004-05, 2006-07 to 2010-11 0.23

2006-07 to 2010-11 0.09

2005-06, 2006-07 0.11

2005-06 0.06

2000-01, 2002-03 to 2006-07 0.19

2010-11 0.13

Local Sales Tax Laws 2010-11 0.03

1999-00 0.02

2002-03 to 2004-05 0.13

2005-06, 2006-07 0.01

1988-89 to 1995-96 & 2004-05 0.05

2004-05 0.04

Central Excise Act 1944 2009-10 to 2011-12 0.11

2001-02 and 2002-03 0.11

2000-01 to 2005-06 1.17

2000-01 to 2005-06 1.17

2002-03 to 2005-06 0.04

2000-01 0.09

2002-03 to 2006-07 0.69

1994-95 0.02

2006-07 to 2010-11 1.34

2004-05 and 2005-06 0.01

2006-07 0.00

Service Tax 1999-00 to 2011-12 0.34

#Amount involved is Rs. 3,830

*Amount involved is Rs. 6,860

(x) In our opinion and according to the information and explanati ons given to us, the Company has not defaulted in the repayment of dues to banks and debenture holders. The Company has not borrowed from financial institutions during the current year.

(xi) In our opinion and according to the information and explanati ons given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained, other than temporary deployment pending application.

(xii) 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.

(xiii) According to the information and explanations given to us, during the period covered by our audit report, the Company has issued 500 units of Non-convertible debentures having a face value of Rs. 1 Crore each. The Company has created security in respect of the secured debentures issued.

(xiv) 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. 008072S)

M.K.Ananthanarayanan

Partner

CHENNAI, 2 May 2013 (Membership No. 19521)


Mar 31, 2012

1. We have audited the attached Balance Sheet of TUBE INVESTMENTS OF INDIA LIMITED ("the Company") as at 31st March, 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. Further to our comments in paragraph 3 above and Annexure referred to in paragraph 3 above, we report that:

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

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

(iii) 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;

(iv) in our opinion, the Balance Sheet, the Statement of Profit and Loss 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;

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

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

(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.

5. On the basis of the written representations received from the Directors as on 31st March, 2012 taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of Section 274(1)(g) of the Companies Act, 1956.

Annexure to the Auditors' Report

(Referred to in paragraph 3 of our report of even date)

(i) Having regard to the nature of the Company's business/ activities/result, clauses vi, x, xii, xiii, xiv, xv, xviii and xx of CARO are not applicable for the current year.

(ii) 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 a regular programme of verification 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.

(iii) In respect of its inventory:

(a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.

(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.

(iv) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956.

(v) 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.

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

(a) The particulars of contracts or arrangements referred to in Section 301 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 Rs5 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.

(vii) In our opinion, the internal audit functions carried out during the year by the Internal Audit Department of the Company as well as some external agencies 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 determining 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 generally been regular in depositing undisputed dues, including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues in arrears as at 31st March, 2012 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited as on 31st March, 2012 on account of disputes are given below:

Nature of Period to Amount Statute Dues Forum where Dispute is pending which the involved amount relates (Rs in Crores)

Sales tax Sales Tax Appellate Tribunal 2000-01& 0.11 Local Sales 2003-04

Tax Laws - Sales Tax Deputy Commissioner (Appeals) 2002-03& to 0.13 Various States 2010-11

Sales Tax Joint Commissioner 2005-06 0.05

Sales Tax Sales Tax Appellate Tribunal 1990-91to 0.37

Central Sales 1999-00 to Tax Act 1956 Sales tax Joint Commissioner (Appeals) 2005 06 1.07

Sales tax Deputy Commissioner (Appeals) 2005-06& 0.11 2006-07 Interest Commissioner of Central Excise

(Appeals) 2009-10& 0.10 2010-11 2001 02 &

Excise Duty Joint Secretary, Government of India 2001-02 & 0.11

Excise Duty Customs, Excise and Service Tax 2000-01 to Appellate Tribunal 2005-06 1.17

Penalty Customs, Excise and Service Tax 2000-01 to Appellate Tribunal 2005-06 1.17 Interest Customs, Excise and Service Tax 2002-03 to Central Excise Appellate Tribunal 2005-06 0.04

Act, 1944 Excise Duty Madras High Court 2000-01 0.09

Customs, Excise and Service Tax 2002-03 to Excise Duty Appellate Tribunal 2006-07 0.69 Excise Duty Bombay High Court 1994 0.02 Customs, Excise and Service Tax 2006-07 to Excise Duty Appellate Tribunal 2010-11 1.34

Commissioner of Central Excise 2004-05 & Excise Duty (Appeals) 2005-06 0.01

Interest Commissioner of Central Excise (Appeals) 2006-07 0.00*

Service Tax (Chapter V of Service Tax Customs, Excise and Service Tax 1999-00 to 0.29 the Finance Appellate Tribunal 2004-05 Act, 1994)

Income tax Act, 1961 Income tax Commissioner (Appeals) 2007-08 1.91

* Amount involved is Rs 6,860/-.

(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, financial institutions and debenture holders.

(xi) 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, other than temporary deployment pending application.

(xii) 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.

(xiii) According to the information and explanations given to us, during the period covered by our audit report, the Company has issued 9.90% Non-convertible debentures of Rs100 Crores each having a face value of Rs1 Crore. The Company has created security in respect of the debentures issued.

(xiv) 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.008072S)

Geetha Suryanarayanan

Partner

CHENNAI, 30th April 2012 (Membership No.29519)

 
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