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Auditor Report of Voltamp Transformers Ltd.

Mar 31, 2016

To

The Members of Voltamp Transformers Limited Report on the Financial Statements

We have audited the accompanying financial statements of Voltamp Transformers Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s 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.

Auditors’ Responsibility

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

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

We conducted our audit in accordance with the Standards on Auditing specified under Section143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of 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 affairs of the Company as at 31 March, 2016, 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, 2016 (“the Order”) issued by the Central Government of India in terms of section 143(11) of the Act, we give in the Annexure ‘A’ 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, 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 aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule7 of the Companies (Accounts) Rules, 2014.

e. On the basis of written representations received from the directors as on 31 March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2016, from being appointed as a Director in terms of section 164(2) of the Act.

f. With respect to adequacy of the internal financial control over financial reporting of the company and operating effective of such controls, refer to our separate report in Annexure ‘B’.

g. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule11 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 does not have any pending litigations which would impact its financial position.

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

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the company during the financial year.

Refer to the Paragraph 1 of the independent auditors’ report of even date to the members of Voltamp Transformers Limited on the financial statements for the year ended on 31st March 2016.

1. Fixed Assets

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

(ii) The fixed assets have been physically verified by the management at reasonable intervals; No material discrepancies were noticed on such verification.

(iii) Based upon the audit procedure performed by us and according to the record of the company, the title deeds of all immovable properties are held in the name of the company.

2. Inventory

(i) physical verification of inventory has been conducted at reasonable intervals by the management. No material discrepancies were noticed on such verification.

3. Unsecured Loan

The company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act.

4. Compliance of Sec 185 and 186

In our opinion and according to the information provided to us the company has complied with the provisions of section 185 and 186 of the Companies Act, 2013, in respect of loans, investments, guarantees and security to the extent applicable to the company.

5. Acceptance of Deposits

The company has not accepted any deposit from the public within the meaning of section 73 to section 76 of the act and the rules made there under during the period under audit.

6. Costing Records

We have broadly reviewed the cost record maintained by the company under the maintenance of cost records rules specified by the Central Government under sub section (1) of section 148 of the Act, we are of the opinion that, prima facie, the prescribed cost records have been made and maintained.

7. Statutory dues

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

(ii) According to the information and explanation given to us, there are no dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax, which have not been deposited on account of any dispute, except in the following cases.

Name of the Statute

Nature of Dues

Amount (Rs, in Lacs)

Period to which it relates

Forum where dispute is pending

Central Excise Act

Excise Duty

10.25

2003-04

Appeal filed at CESTAT, Delhi

Penalty

1.02

Central Excise Act

Excise Duty

130.57

April 2004 to May2009

Appeal filed at CESTAT, Ahmadabad

Penalty

130.57

Central Excise Act

Excise Duty

2.76

April to December 2009

Appeal filed at CESTAT, Ahmadabad

Penalty

2.76

Central Excise Act

Excise Duty

4.94

December 2010 to May 2011

Appeal filed at CESTAT, Ahmadabad

Penalty

4.94

Central Excise Act

Excise Duty

5.27

January to June 2010

Appeal filed at CESTAT, Ahmadabad

Penalty

5.27

Central Excise Act

Excise Duty

4.39

July to November 2010

Appeal filed at CESTAT, Ahmadabad

Penalty

4.39

Central Excise Act

Penalty

4.02

August to December 2009

Appeal filed at CESTAT, Ahmadabad

Central Excise Act

Excise Duty

4.94

October 2011 to March 2012

Appeal filed at CESTAT, Ahmadabad

Penalty

4.94

Central Excise Act

Excise Duty

5.88

April to September 2012

Appeal filed at CESTAT, Ahmadabad

Penalty

0.04

Central Excise Act

Excise Duty

5.45

October 2012 to March 2013

Appeal filed at CESTAT, Ahmadabad

Penalty

0.04

Central Excise Act

Excise Duty

4.18

April 2013 to August 2013

Appeal filed at CESTAT, Ahmadabad

Penalty

4.18

Central Excise Act

Excise Duty

6.93

September 2013 to March 2014

Appeal filed at CESTAT, Ahmadabad

Penalty

0.10

Central Excise Act

Excise Duty

14.99

April 2014 to March 2015

Appeal filed at CESTAT, Ahmadabad

Penalty

0.10

Central Excise Act

Excise Duty

45.23

September 2009 to September 2011

Appeal filed at CESTAT, Ahmadabad

Penalty

Central Excise Act

Excise Duty

11.59

October 2011 to March 2012

Appeal filed at CESTAT, Ahmadabad

Penalty

Central Excise Act

Excise Duty

9.55

April 2012 to September 2012

Appeal filed at CESTAT, Ahmadabad

Penalty

Central Excise Act

Excise Duty

8.91

October 2012 to March 2013

Appeal filed at CESTAT, Ahmadabad

Penalty

Central Excise Act

Excise Duty

7.39

April 2013 to September 2013

Appeal filed at CESTAT, Ahmadabad

Penalty

Central Excise Act

Excise Duty

11.18

October 2013 to March 2014

Appeal filed at CESTAT, Ahmadabad

Penalty

Central Excise Act

Excise Duty

18.04

April 2014 to March 2015

Appeal filed at CESTAT, Ahmadabad

Penalty

Total

474.71

8. Default in Repayments

In our opinion and according to the information and explanation given to us, the company has not defaulted in repayment of loans or borrowing to a financial institution, bank, government or dues to debenture holders.

9. Application of term loan

The company has not raised moneys by way of initial public offer or further public offer (including debt instruments) and term loans.

10. Fraud

During the course of our audit of the company carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us we have neither noticed any fraud by the company or any fraud on the company by its officers or employees nor we are informed of any fraud reported during the year.

11. Managerial Remuneration

In our opinion, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provision of section 197 read with the schedule V to the Act.

12. Nidhi Company

In our opinion, the company is not a Nidhi company. Therefore, the provisions of clause 3(xii) of the Order is not applicable to the company.

13. Related Party Transactions

In our opinion, all the transactions with the related parties are in compliance with section 177 and 188 of the act, where applicable and the details have been disclosed in the financial statement as required by the applicable accounting standards.

14. New allotments

The company has not made any preferential allotment or private placement of share or partly or fully convertible debenture during the year, therefore reporting under clause 3(xiv) is not applicable.

15. Non Cash Transactions with Directors

According to the information and explanations given to us and on an overall examination of the records of the company, we report that the company has not entered into any non-cash transaction with directors or persons connected with it.

16. Sec. 45-IA of RBI Act

In our opinion the company is not required to be registered under section 45-IA of the Reserve Bank of India Act,

1934

Refer to the Paragraph 2(f) of the independent auditors’ report of even date to the members of Volt amp Transformers Limited on the financial statements for the year ended on 31st March 2016.

Report on the Internal Financial Controls under Clause(i) of sub-section 3 of section 143 of the Companies Act 2013 (“The Act’)

We have audited the internal financial controls over financial reporting of Volt amp Transformers Limited (“The Company”) as on 31 March 2016, in conjunction with our audit of the standalone financial statement of the company for the financial year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for laying down and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Standards on Auditing, to the extent applicable to an audit of internal financial controls and the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”), both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being madden in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

We have considered the control weakness/es identified and reported in Risk Control Matrix (RCM) in determining the nature, timing, and extent of audit tests applied in our review of the March 31, 2016 standalone financial statements of the Company, and these control weaknesses do not affect our opinion on the financial statements of the Company.

FOR CHANDULAL M. SHAH & CO.

Chartered Accountants

FR No.: 101698W

B. M. ZINZUVADIA

Place : Ahmadabad Partner

Date : May 30, 2016 M.No. 109606


Mar 31, 2015

1. We have audited the accompanying financial statements ofVoltamp Transformers 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 Financial Statements

2. 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.

Auditors'' Responsibility

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

4. 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.

5. 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.

6. 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.

7. 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

8. 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 ofthe 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

9. As required by "the Companies (Auditor''s Report) Order 2015" issued by the Central Government of Inda in terms of sub section (11) of section 143 of the Act (hereinafter referred to as the "Order") and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us we give in an annexure the statement on the matter specified in the paragraph 3 and 4 of the order.

10. 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 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;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, 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 during the financial year.

Annexure to the Independent Auditors'' Report Refer to the Paragraph 9 of the Independent Auditors'' Report of even date to the members of Voltamp Transformers Limited on the financial statements for the year ended on 31st March 2015.

1. Fixed Assets

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

(ii) The fixed assets have been physically verified by the management at reasonable intervals; No material discrepancies were noticed on such verification.

2. Inventory

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

(ii) The procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

(iii) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification were not material.

3. Unsecured Loan

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.

4. Internal Controls

In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. We have neither come across nor we have been informed of any continuing failure to correct major weakness in the internal control.

5. Acceptance of Deposits

The Company has not accepted any deposit from the public within the meaning of section 73 to section 76 of the act and the rules made thereunder during the period under audit.

6. Costing Records

We have broadly reviewed the cost records maintained by the company under the maintenance of cost records rules specified by the Central Government under sub section (1) of section 148 of the Act, as we are of the opinion that, prima facie, the prescribed cost records have been made and maintained.

7. Statutory dues

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

(ii) According to the information and explanation given to us and as per the records of the Company examined by us, the details of income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, etc. not deposited on account of dispute are as under:

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

Central Excise Act Excise Duty 10.25 2003-04 Penalty 1.02

Central Excise Act Excise Duty 130.57 April 2004 to Penalty 130.57 May 2009

Central Excise Act Excise Duty 2.76 April to December Penalty 2.76 2009

Central Excise Act Excise Duty 4.94 December 2010 Penalty 4.94 to May 2011

Central Excise Act Excise Duty 5.26 January to Penalty 5.26 June 2010

Central Excise Act Excise Duty 4.39 July to Penalty 4.39 November 2010

Central Excise Act Penalty 4.02 August to December 2009

Central Excise Act Excise Duty 4.94 October 2011 Penalty 4.94 to March 2012

Central Excise Act Excise Duty 5.87 April to Penalty 0.04 September 2012

Central Excise Act Excise Duty 5.45 October 2012 Penalty 0.04 to March 2013

Total 332.41

Name of the Statute Forum where dispute is pending

Central Excise Act Appeal filed at CESTAT, Delhi

Central Excise Act Appeal filed at CESTAT, Ahmedabad

Central Excise Act Appeal filed at CESTAT, Ahmedabad

Central Excise Act Appeal filed at CESTAT, Ahmedabad

Central Excise Act Appeal filed at CESTAT, Ahmedabad

Central Excise Act Appeal filed at CESTAT, Ahmedabad

Central Excise Act Appeal filed at CESTAT, Ahmedabad

Central Excise Act Appeal filed at CESTAT, Ahmedabad

Central Excise Act Appeal filed at CESTAT, Ahmedabad

Central Excise Act Appeal filed at CESTAT, Ahmedabad

(iii) The amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Act and rules made thereunder has been transferred to such fund within time.

8. Cash Losses

The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in this financial year and in the immediately preceding financial year.

9. Default in Repayments

In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of dues to a bank. The company has not obtained any loan from financial institution or Debenture holders.

10. Guarantee for loans taken by others

The Company has not given any guarantee for loans taken by others from bank or financial institutions.

11. Application of term loan

The Company has not obtained any term loan during the financial year.

12. Fraud

During the course of our examination of the books of the Company carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us we have neighter come across to any material fraud on or by the Company nor we are informed of any such cases by the management.

FOR CHANDULAL M. SHAH & CO. Chartered Accountants FR No. : 101698W

B. M. ZINZUVADIA Place : Ahmedabad Partner Date :20th May, 2015 M.No. 109606


Mar 31, 2014

We have audited the accompanying financial statements of Voltamp Transformers Limited, which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

c) the Balance Sheet, Statement of 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 comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956; read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

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

ANNEXURE TO THE AUDITORS'' REPORT

Referred to in paragraph 1 of "Report on Other Legal and Regulatory Requirements" of our report on the accounts of Voltamp Transformers Limited for the year ended on 31st March, 2014.

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

(b) According to the information and explanations given to us, the Management, during the year, has physically verified the fixed assets. The management has informed us that, no material discrepancies between the book record and the physical inventory have been noticed.

(c) During the year substantial part of fixed assets have not been disposed off.

(ii) (a) As explained to us, the inventory has been physically verified by the management at reasonable intervals. In respect of materials lying with third parties, we have relied on the confirmations obtained from them. In our opinion the frequency of verification is reasonable.

(b) The procedure of physical verification of stock followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records were not material.

(iii) (a) The Company has not granted any loans to company, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, para (b) to (d) are not applicable. (b) The Company has not taken loan from company, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, para (f) and (g) are not applicable.

(iv) In our opinion and according to the information and explanations given to us, the internal control procedures are commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services. Further, there is no continuing failure to correct major weaknesses in internal control.

(v) According to the information and explanations given to us, there is no transaction which is required to be entered in the register required to be maintained under that section.

(vi) In our opinion and according to information and explanations given to us, the Company has not accepted deposit from the public and therefore provisions of section 58A, 58AA or any other relevant provisions of Companies Act, 1956 and the rules made there under are not applicable.

(vii) In our opinion, the Company''s internal audit system is commensurate with the size of the Company and nature of its business;

(viii) We have broadly reviewed the records maintained by the Company relating to the manufacture of Transformers pursuant to the rules made by the Central Government for the maintenance of cost records u/s. 209(1) (d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed records have been made and maintained. We have, however, not made detailed examination of such records.

(ix) (a) According to the information and explanations given to us the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income-tax, Sales- tax, Wealth Tax, Custom Duty, Service Tax, Excise Duty, and any other material statutory dues applicable to it. (b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service tax, and Excise Duty were in arrears as at the end of the year, for a period of more than six months from the date they become payable.

(c) According to the information and explanations given to us, there are no disputed dues which are not deposited of sales tax/income tax/wealth tax/custom duty/excise duty except stated below :

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

Central Excise Act Excise Duty 10.25 2003-04 Penalty 1.02

Central Excise Act Excise Duty 130.57 April 2004 to Penalty 130.57 May 2009

Central Excise Act Excise Duty 2.76 April to December Penalty 2.76 2009

Central Excise Act Excise Duty 4.94 December 2010 Penalty 4.94 to May 2011

Central Excise Act Excise Duty 5.26 January to Penalty 5.26 June 2010

Central Excise Act Excise Duty 4.39 July to Penalty 4.39 November 2010

Central Excise Act Penalty 4.02 August to December 2009

Central Excise Act Excise Duty 4.94 October 2011 Penalty 4.94 to March 2012

Central Excise Act Excise Duty 5.87 April to Penalty 0.04 September 2012

Central Excise Act Excise Duty 5.45 October 2012 Penalty 0.04 to March 2013

Total 332.41

Name of the Statue Forum where dispute is pending

Central Excise Act Appeal filed at CESTAT, Delhi

Central Excise Act Appeal filed at CESTAT, Ahmedabad

Central Excise Act Appeal filed at CESTAT, Ahmedabad

Central Excise Act Appeal filed at CESTAT, Ahmedabad

Central Excise Act Appeal filed at CESTAT, Ahmedabad

Central Excise Act Appeal filed at CESTAT, Ahmedabad

Central Excise Act Appeal filed at CESTAT, Ahmedabad

Central Excise Act Appeal filed at CESTAT, Ahmedabad

Central Excise Act Appeal filed at Commissioner, Vadodara

Central Excise Act Appeal filed at Commissioner, Vadodara

Total

(x) The Company does not have accumulated losses as on 31st March, 2014. Further it has not incurred cash loss during the financial year 2013-14 and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a bank. The Company has not obtained any loans from financial institution or debenture holders.

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

(xiii) The Company is not a chit fund or a Nidhi / mutual benefit fund / society. Therefore provisions of clause (xiii) of the Order are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. The shares and securities held by the Company as investments are in its own name.

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

(xvi) The Company has not obtained any term loans during the year.

(xvii) Based on the information and explanations given to us and on an overall examination of the balance sheet of the Company, in our opinion, there are no funds raised on a short-term basis which have used for long term investment.

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

(xix) The Company has not issued any debentures and therefore the creation of securities or charge does not arise.

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

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanation given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

FOR CHANDULAL M. SHAH & CO.

Chartered Accountants FR No. : 101698W

B. M. ZINZUVADIA Place :Ahmedabad Partner

Date : 6th May, 2014 M.No. 109606


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Voltamp Transformers Limited, which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

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

Opinion

Attention is invited to Note No16 (a) regarding non provision of Central Excise duty and penalty amounting to 303.12 lacs as the Company has agitated the same and preferred appeal against the same.

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

c) the Balance Sheet, Statement of 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 comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

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

ANNEXURE TO THE AUDITORS'' REPORT

Referred to in paragraph 1 of "Report on Other Legal and Regulatory Requirements" of our report on the accounts of Voltamp Transformers Limited for the year ended on 31st March, 2013

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

(b) According to the information and explanations given to us, the Management, during the year, has physically verified the fixed assets. The management has informed us that, no material discrepancies between the book record and the physical inventory have been noticed.

(c) During the year substantial part of fixed assets have not been disposed off.

(ii) (a) As explained to us, the inventory has been physically verified by the management at reasonable intervals. In respect of materials lying with third parties, we have relied on the confirmations obtained from them. In our opinion the frequency of verification is reasonable.

(b) The procedure of physical verification of stock followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records were not material.

(iii) (a) The Company has not granted any loans to company, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, para (b) to (d) are not applicable.

(b) The Company has not taken loan from company, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, para (f) and (g) are not applicable.

(iv) In our opinion and according to the information and explanations given to us, the internal control procedures are commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services. Further, there is no continuing failure to correct major weaknesses in internal control.

(v) According to the information and explanations given to us, there is no transaction which is required to be entered in the register required to be maintained under that section.

(vi) In our opinion and according to information and explanations given to us, the Company has not accepted deposit from the public and therefore provisions of section 58A, 58AA or any other relevant provisions of Companies Act, 1956 and the rules made there under are not applicable.

(vii) In our opinion, the Company''s internal audit system is commensurate with the size of the Company and nature of its business;

(viii) We have broadly reviewed the records maintained by the Company relating to the manufacture of transformers pursuant to the rules made by the Central Government for the maintenance of cost records u/s. 209(1) (d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed records have been made and maintained. We have, however, not made detailed examination of such records.

(ix) (a) According to the information and explanations given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income-tax, Sales- tax, Wealth Tax, Custom Duty, Service Tax, Excise Duty, and any other material statutory dues applicable to it.

(c) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service tax, and Excise Duty were in arrears as at the end of the year, for a period of more than six months from the date they become payable.

(d) According to the information and explanations given to us, there are no disputed dues which are not deposited of sales tax/income tax/wealth tax/custom duty/excise duty except stated below :

Name of Nature of Amount the Statute Dues (Rs. in Lacs)

Central Excise Act Excise Duty 10.25

Penalty 1.02

Central Excise Act Excise Duty 4.02

Central Excise Act Excise Duty 5.26

Penalty 5.26

Central Excise Act Excise Duty 8.09

Penalty 8.09

Central Excise Act Excise Duty 130.57

Penalty 130.57

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

Central Excise Act 2006-2007 Appeal filed at CESTAT

Central Excise Act 2009-2010 Appeal at commissioner

Central Excise Act 2009-10

2010-11 Appeal at Commissioner

Central Excise Act 2007-08 and 2008-09 Appeal filed at CESTAT

Central Excise Act April 2004 to Stay order received on May 2009 22.03.13 from CESTAT

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a bank. The Company has not obtained any loans from financial institution or debenture holders.

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

(xiii) The Company is not a chit fund or a Nidhi / mutual benefit fund / society. Therefore provisions of clause (xiii) of the Order are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. The shares and securities held by the Company as investments are in its own name.

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

(xvi) The Company has not obtained any term loans during the year.

(xvii) Based on the information and explanations given to us and on an overall examination of the balance sheet of the Company, in our opinion, there are no funds raised on a short-term basis which have used for long term investment.

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

(xix) The Company has not issued any debentures and therefore the creation of securities or charge does not arise.

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

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanation given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

FOR CHANDULAL M. SHAH & CO.

Chartered Accountants

FR No. : 101698W

B.M. ZINZUVADIA

Place :Ahmedabad Partner

Date : 17th May, 2013 M.No. 109606


Mar 31, 2012

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

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

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

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

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

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

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

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

(v) On the basis of written representations received from the Directors, as on 31st March, 2012 taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2012 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vi) Attention is invited to Note No. 1 (c) and 1(d) regarding non provision of Central Excise Duty and Penalty amounting to Rs 278.96 lacs as the Company has agitated the same and preferred appeal against the same; and

(vii) Subject to above and read together with the notes on accounts, 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 Account, of the Profit for the year ended on that date; and

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

ANNEXURE TO THE AUDITORS' REPORT

Referred to in paragraph 3 of our report on the accounts of Voltamp Transformers Limited for the year ended on 31st March, 2012 :

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

(b) According to the information and explanations given to us, the management, during the year, has physically verified the fixed assets. The management has informed us that, no material discrepancies between the book record and the physical inventory have been noticed;

(c) During the year substantial part of fixed assets have not been disposed off.

(ii) (a) As explained to us, the inventory has been physically verified by the management at reasonable intervals. In respect of materials lying with third parties, we have relied on the confirmations obtained from them. In our opinion the frequency of verification is reasonable;

(b) The procedure of physical verification of stock followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business;

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records were not material.

(iii) (a) The Company has not granted any loans to company, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, para (b) to (d) are not applicable;

(b) The Company has not taken loan from company, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, the internal control procedures are commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services. Further, there is no continuing failure to correct major weaknesses in internal control.

(v) According to the information and explanations given to us, there is no transaction which is required to be entered in the register required to be maintained under that section.

(vi) In our opinion and according to information and explanations given to us, the Company has not accepted deposit from the public and therefore provisions of section 58A, 58AA or any other relevant provisions of Companies Act, 1956 and the rules made there under are not applicable.

(vii) In our opinion, the Company's internal audit system is commensurate with the size of the company and nature of its business;

(viii) We have broadly reviewed the records maintained by the Company relating to the manufacture of Transformers pursuant to the rules made by the Central Government for the maintenance of cost records u/s. 209(1) (d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed records have been made and maintained. We have, however, not made detailed examination of such records.

(ix) (a) According to the information and explanations given to us the company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Service Tax, Excise Duty and any other material statutory dues applicable to it;

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax and Excise Duty were in arrears as at the end of the year, for a period of more than six months from the date they become payable;

(c) According to the information and explanations given to us, there are no disputed dues which are not deposited of Sales Tax/Income Tax/Wealth Tax/Custom Duty/Excise Duty except stated below :

Name of Nature of Amount Period to which Forum where dispute the Statute Dues (Rs in Lacs) it relates is pending

Central Excise Act Excise Duty 10.25 2004-2005 Appellate Tribunal, CEGAT

Central Excise Act Penalty 0.50 1980-1981 High Court of Gujarat

Central Excise Act Excise Duty 10.25 2006-07 Appellate Tribunal, CEGAT Penalty 1.02

Central Excise Act Excise Duty 8.91 2007-08 and Commissioner (Appeals) Penalty 8.91 2008-09

Central Excise Act Excise Duty 130.57 April 2004 to Commissioner (Appeals) Penalty 130.57 May 2009

(x) The Company does not have accumulated losses as on 31st March, 2012. Further it has not incurred cash loss during the financial year 2011-2012 and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a bank. The Company has not obtained any loans from financial institution or debenture holders.

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

(xiii) The Company is not a chit fund or a Nidhi / mutual benefit fund / society. Therefore provisions of clause

(xiii) of the Order are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. The shares and securities held by the Company as investments are in its own name.

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

(xvi) The Company has not obtained any term loans during the year.

(xvii) Based on the information and explanations given to us and on an overall examination of the balance sheet of the Company, in our opinion, there are no funds raised on a short-term basis which have used for long term investment.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 during the year.

(xix) The Company has not issued any debentures and therefore the creation of securities or charge does not arise.

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

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanation given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.



FOR CHANDULAL M. SHAH & CO.

Chartered Accountants

FR No. : 101698W

K. H. VASAVADA

Place : Ahmedabad Partner

Date :21st May, 2012 M.No.: 012322


Mar 31, 2011

1. We have audited the attached Balance Sheet of VOLTAMP TRANSFORMERS LIMITED, as at 31st March, 2011 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

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

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

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

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

(v) On the basis of written representations received from the directors, as on 31st March, 2011 taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2011 from being appointed as director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(vi) Attention is invited to Note No. 1 (c) and 1(d) regarding non provision of Central Excise duty and penalty amounting to Rs.278.96 lacs as the Company has agitated the same and preferred appeal against the same.

(vii) Subject to above and read together with the notes on accounts, 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, 2011;

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

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

ANNEXURE TO THE AUDITORS' REPORT Referred to in paragraph 3 of our report on the accounts of Voltamp Transformers Limited for the year ended on 31st March, 2011

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

(b) According to the information and explanations given to us, the Management, during the year, has physically verified the fixed assets. The management has informed us that, no material discrepancies between the book record and the physical inventory have been noticed.

(c) During the year substantial part of fixed assets have not been disposed off.

(ii) (a) As explained to us, the inventory has been physically verified by the management at reasonable intervals. In respect of materials lying with third parties, we have relied on the confirmations obtained from them. In our opinion the frequency of verification is reasonable.

(b) The procedure of physical verification of stock followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory.The discrepancies noticed on verification between the physical stocks and book records were not material.

(iii) (a) The Company has not granted any loans to Company, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, para (b) to (d) are not applicable.

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

(iv) In our opinion and according to the information and explanations given to us, the internal control procedures are commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services. Further, there is no continuing failure to correct major weaknesses in internal control.

(v) According to the information and explanations given to us, there is no transaction which is required to be entered in the register required to be maintained under that section.

(vi) In our opinion and according to information and explanations given to us, the Company has not accepted deposit from the public and therefore provisions of section 58A, 58AA or any other relevant provisions of Companies Act, 1956 and the rules made there under are not applicable.

(vii) In our opinion, the Company's internal audit system is commensurate with the size of the Company and nature of its business;

(viii) We have broadly reviewed the records maintained by the Company relating to the manufacture of Transformers pursuant to the rules made by the Central Government for the maintenance of cost records u/s. 209(1) (d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed records have been made and maintained. We have, however, not made detailed examination of such records.

(ix) (a) According to the information and explanations given to us the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Custom Duty, Service Tax, Excise Duty, Cess and any other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service tax, Excise Duty and Cess were in arrears as at the end of the year, for a period of more than six months from the date they become payable.

(c) According to the information and explanations given to us, there are no disputed dues which are not deposited of sales tax/income tax/wealth tax/custom duty/excise duty or cess except stated below :

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

Central Excise Act Modvat Credit 10.25 2004-2005 Appellate Tribunal, CEGAT

Central Excise Act Penalty 0.50 1980-1981 High Court of Gujarat

Central Excise Act Modvat Credit 8.91 2007-08 and Comm. Penalty 8.91 2008-09 (Appeals)

Central Excise Act Modvat Credit 130.57 April 2004 to Comm. Penalty 130.57 May 2009 (Appeals)

(x) The Company does not have accumulated losses as on 31st March, 2011 Further it has not incurred cash loss during the financial year 2010-2011 and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a Bank. The Company has not obtained any loans from financial institution or debenture holders.

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

(xiii) The Company is not a chit fund or a Nidhi / mutual benefit fund / society. Therefore provisions of clause (xiii) of the Order are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. The shares and securities held by the Company as investments are in its own name.

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

(xvi) The Company has not obtained any term loans during the year.

(xvii) Based on the information and explanations given to us and on an overall examination of the balance sheet of the Company, in our opinion, there are no funds raised on a short-term basis which have used for long term investment.

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

(xix) The Company has not issued any debentures and therefore the creation of securities or charge does not arise.

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

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanation given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

FOR CHANDULAL M. SHAH & CO. Chartered Accountants (FRN:109168W)

K. H. VASAVADA Place: Ahmedabad PARTNER Date : 30th May, 2011 Membership No. 12322


Mar 31, 2010

1. We have audited the attached Balance Sheet of VOLTAMP TRANSFORMERS LIMITED, as at 31st March, 2010 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

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

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

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

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

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

(vi) Attention is invited to Note No. 1 (c) and 1(d) regarding non provision of Central Excise duty and penalty amounting to Rs.278.96 lacs as the company has agitated the same and preferred appeal against the same.

(vii) Subject to above and read together with the notes on accounts, 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, 2010

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

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

ANNEXURE TO THE AUDITORS REPORT

Referred to in paragraph 3 of our report on the accounts of Voltamp Transformers Limited for the year ended on 31st March, 2010

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

(b) According to the information and explanations given to us, the Management, during the year, has physically verified the fixed assets. The management has informed us that, no material discrepancies between the book record and the physical inventory have been noticed.

(c) During the year substantial part of fixed assets have not been disposed off.

(ii) (a) As explained to us, the inventory has been physically verified by the management at reasonable intervals. In respect of materials lying with third parties, we have relied on the confirmations obtained from them. In our opinion the frequency of verification is reasonable.

(b) The procedure of physical verification of stock followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records were not material.

(iii) (a) The company has not granted any loans to company, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, para (b) to (d) are not applicable.

(b) The company has not taken loan from company, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, the internal control procedures are commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services. Further, there is no continuing failure to correct major weaknesses in internal control.

(v) According to the information and explanations given to us, there is no transaction which is required to be entered in the register required to be maintained under that section.

(vi) In our opinion and according to information and explanations given to us, the company has not accepted deposit from the public and therefore provisions of section 58A, 58AA or any other relevant provisions of Companies Act, 1956 and the rules made there under are not applicable.

(vii) In our opinion, the companys internal audit system is commensurate with the size of the company and nature of its business;

(viii) We have broadly reviewed the records maintained by the company relating to the manufacture of Transformers pursuant to the rules made by the Central Government for the maintenance of cost records u/s. 209(1) (d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed records have been made and maintained. We have, however, not made detailed examination of such records.

(ix) (a) According to the information and explanations given to us the company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Custom Duty, Service Tax, Excise Duty, Cess and any other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service tax, Excise Duty and Cess were in arrears as at the end of the year, for a period of more than six months from the date they become payable.

(c) According to the information and explanations given to us, there are no disputed dues which are not deposited of sales tax/income tax/wealth tax/custom duty/excise duty or cess except stated below :

Name of Nature of Amount the Statute Dues (Rs.in Lacs)

Central Excise Act Modvat Credit 10.25

Central Excise Act Penalty 0.50

Central Excise Act Modvat Credit 8.91 Penalty 8.91

Central Excise Act Modvat Credit 130.57

Penalty 130.57



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

Central Excise Act 2004-2005 Appellate Tribunal, CEGAT

Central Excise Act 1980-1981 High Court of Gujarat

Central Excise Act 2007-08 and Comm.

2008-09 (Appeals)

Central Excise Act April 2004 to Comm. May 2009 (Appeals)

(x) The company does not have accumulated losses as on 31st March, 2010 Further it has not incurred cash loss during the financial year 2009-2010 and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a Bank. The company has not obtained any loans from financial institution or debenture holders.

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

(xiii) The company is not a chit fund or a Nidhi / mutual benefit fund / society. Therefore provisions of clause (xiii) of the Order are not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. The shares and securities held by the company as investments are in its own name.

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

(xvi) The Company has not obtained any term loans during the year.

(xvii) Based on the information and explanations given to us and on an overall examination of the balance sheet of the company, In our opinion, there are no funds raised on a short-term basis which have used for long term investment.

(xviii) The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956 during the year.

(xix) The company has not issued any debentures and therefore the creation of securities or charge does not arise.

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

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanation given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.



FOR CHANDULAL M. SHAH & CO. Chartered Accountants

K. H. VASAVADA Place: Ahmedabad PARTNER

Date : 07th May, 2010 Membership No. 12322