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Auditor Report of Western India Shipyard Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of WESTERN INDIA SHIPYARD 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

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 31stMarch, 2015, and its profit/loss and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to the following matters in the Notes to the financial statements

1. Note No-29 (h) to the financial statements which describes the uncertainty related to the outcome of the lawsuits filed against the Company.

2. Note No-36 to the financial statements regarding the financial statements is prepared on a going concern basis notwithstanding the fact that its net worth is completely eroded. The appropriateness of the said basis is inter-alia dependent on the Company's ability to infuse requisite funds for meeting its obligations for payment of debt and generate more business.

Our opinion is qualified in respect of the above matter.

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 sub-section 11 of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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 31stMarch, 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, the Company has not disclosed the impact, if any, pending litigations on its financial position in its financial statements

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

(Referred to in Paragraph (1) under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date)

The Annexure referred to in our report to the members of WESTERN INDIA SHIPYARD LIMITED (the Company') for the year ended on 31st March, 2015. We report that:

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

(b) As explained to us, major fixed assets have been physically verified by the management in a phased &reasonable manner, which in our opinion is reasonable, as considered appropriate by the management. We have been explained that no material discrepancies were noticed on such verification as compared to book records.

(ii) (a) It has been explained to us that the inventory lying with the Company has been physically verified by the management at the year end.

(b) The procedure of physical verification of inventory followed by the Management is in our opinion, 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 explanation given to us, the Company is maintaining proper records of inventory. As per information and explanations given to us, the Company had undertaken extensive stock verification during the year. Discrepancies observed during physical verification of inventory have been properly accounted for.

(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.

(iv) 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.

(v) The Company has not accepted any deposits from the public thus the provisions of Paragraph 3(v) of Order are not applicable.

(vi) We have been informed that the Central Government has not prescribed maintenance of cost records for the Company under sub-section (1) of section 148 of the Companies Act.

(vii) In respect of Statutory Dues :-

(a) According to the records of the Company, there have been delays in depositing Provident Fund, Employees State Insurance and other undisputed statutory dues with the appropriate authorities

According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax including VAT, Service Tax, Customs duty, Excise duty, cess and other statutory dues were outstanding, as at the last day of financial year for a period of more than six months from the date they became payable other than mentioned below:-

Nature of dues Name of the Statute Amount Payable (Rs. in lacs)

TDS The Income Tax Act, 1961 213.52

Value Added Tax The Goa Value Added Tax Act, 2005 228.18

(b) The disputed statutory dues aggregating Rs. 2990.17 lacs that have not been deposited on account of disputed matters are given below:-

Nature of dues Name of the Statute Financial Year

Sales Tax The Goa Sales Tax 1995-96 to Act 2004-05

Value Added Tax The Goa Value 2005-06 to (VAT) Added Tax Act, 2005 2007-08

Value Added Tax The Goa Value 2010-11 (VAT) Added Tax Act, 2005

Service Tax The Finance Act, 2001-02 to 1994 2004-05

Income Tax The Income Tax Act, 2005-06 Demand 1961

Custom Duty Customs Act, 1962 2012-13

Nature of dues Amount Forum where dispute is Payable pending (Rs. in lacs)

Sales Tax 837.91 Commissioner-(Sales Tax)

Value Added Tax 515.78 Commissioner -VAT (VAT)

Value Added Tax 39.84 Appeal is still to be filed (VAT)

Service Tax 712.18 Bombay High Court

Income Tax 15.95 Commissioner of Income Demand Tax (Appeals)

Custom Duty 868.51 CESTAT

(c) No amount is required to be transferred to investor education and protection fund and thus, provisions of Paragraph 3(vii)(c) of the Order are not applicable.

(viii) As per records of the Company, the accumulated losses of the Company exceed its net worth. The Company has incurred cash losses amounting to Rs. 2240.71 lacs during the current financial year and Rs. 1375.74 lacs in the immediately preceding financial year.

(ix) As per records of the Company, the Company has not defaulted in repayment of dues to financial institutions or banks or debenture holders.

(x) In our opinion and 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.

(xi) In our opinion and according to the information and explanations given to us, term loans are applied for the purpose for which the loans were obtained.

(xii) As informed to us, no fraud on or by the Company has been noticed of reported during the year.

For V. V. Kale & Co. Chartered Accountants Firm Regd No- 000897N



Sd/- Vijay V. Kale Place : Mumbai Partner Date : June 30, 2015 M. No- 080821


Mar 31, 2014

We have audited the accompanying financial statements of Western India Shipyard Ltd. ("the Company"), which comprise the Balance Sheet as at 31st March, 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 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 Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13 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. 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 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 the affairs of Company as at 31st March, 2014;

b) In the case of Statement of Profit & Loss, of the loss of the Company 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.

Emphasis of Matter

We draw attention to :-

Note No-36 to the financial statements regarding the financial statements prepared on a going concern basis notwithstanding the fact that its net worth is completely eroded. The appropriateness of the said basis is interalia dependent on the Company''s ability to infuse requisite funds for meeting its obligations for payment of debt and generate more business.

Our opinion is qualified in respect of the above matter.

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 Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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, 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, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

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

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

(Referred to in Paragraph (1) under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date)

1. In respect of fixed assets:

a. As informed to us, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets and it needs to be updated.

b. As informed to us, all the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its business. No material discrepancies were noticed on such verification.

c. As explained to us, no substantial part of the fixed assets has been disposed off during the year.

2. In respect of inventories

a. As informed to us, the Management has physically verified the inventory during the year. In our opinion, the frequency of verification is reasonable.

b. As explained to us, the procedure of physical verification of inventories followed by the Management is reasonable and adequate in relation to the size of the Company and the nature of its business.

c. On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book stocks were not material.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

a. The Company has not granted any loan during the year to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the requirements of Clauses (iii)(b), (iii)(c) and (iii)(d) of paragraph 4 of the Order are not applicable.

b. The Company has not taken any loan during the year from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the requirements of Clauses (iii)(f) and (iii)(g) of paragraph 4 of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956.

a. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements referred that need to be entered in the register maintained under Section 301 of the Companies Act, 1956, have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 500,000/- in respect of any party during the year, have been made at prices which are reasonable, having regard to prevailing market prices at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public under the provisions of Sections 58A and 58AA of the Companies Act, 1956 or any other relevant provisions of the Act. Therefore, the provision of Clause (vi) of paragraph 4 of the Order is not applicable to the Company

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

8. As explained to us, the Central Government has not prescribed for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 in respect of Company''s product and activity.

9. In respect of statutory dues:

a. According to the records of the Company, there has been delays in depositing Provident Fund, Employees State Insurance and other undisputed statutory dues with the appropriate authorities.

b. The disputed statutory dues aggregating Rs. 2871.50 Lac that have not been deposited on account of disputed matters as given below



Nature of Dues Name of the Statute Financial Year Sales Tax The Goa Sales Tax Act 1995-96 to 2004-05

Value Added Tax The Goa Value 2005-06 to 2007-08 (VAT) Added Tax Act, 2005

Value Added Tax The Goa Value 2010-11 (VAT) Added Tax Act, 2005

Service Tax Finance Act, 1994 2001-02 to 2004-05 Income Tax Demand The Income Tax Act, 1961 2005-06 Custom Duty Customs Act, 1962 2012-13



Nature of Dues Amount Forum where dispute is (Rs. in lacs) pending

Sales Tax 837.91 Commissioner - (Sales Tax) Value Added Tax 515.78 Commissioner-VAT (VAT)

Valu Added Tax 39.84 Appeal is still to be filed (VAT)

Service Tax 712.18 Bombay High Court

Income Tex Demand 5.67 Income Tax Appellate Tribunal Custom Duty 760.12 CESTAT

10. As per records of the Company, the accumulated losses of the Company exceed its net worth. The Company has incurred cash losses amounting to Rs. 1775.74 lacs during the current financial year and Nil in the immediately preceding financial year.

11. Based on the examination of the books of account, related records and according to the information and explanations given to us, 60 instances of delays were noted in repayment of dues to the bank ranging from 1 to 90 days with amounts varying from Rs. 1.38 lacs to Rs. 126.82 lacs and in case of financial institution, the Company has paid Rs. 2785.18 lacs against recall of loan amounting to Rs. 3575.00 lacs which was due on December, 2012.

12. In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund/ nidhi/ mutual fund/society. Therefore, the provisions of Clause (xiii) of paragraph 4 of the Order is not applicable to the Company

14. During the audit under review, the Company has made any investment in mutual fund or in Shares.

15. As informed to us, the Company has not given any guarantee for loans taken by others from Bank or Financial Institutions.

16. As per records of the Company, no term loans were applied for. Therefore, the provisions of Clause (xvi) of paragraph 4 of the Order is not applicable to the Company.

17. In our opinion and according to the explanations given to us and based on the information available, we are of the opinion that there are no funds raised on short-term basis that have been used for long-term investment.

18. As per the records, the Company has not made any preferential allotment of shares to parties and companies mentioned in the register maintained under Section 301 of the Companies Act, 1956 during the year.

19. The Company does not have any debentures. Therefore, the provision of Clause (xix) of paragraph 4 of the Order is not applicable to the Company.

20. As per the records of the Company, the Company has not raised any money by way of public issues during the year under audit.

21. As per information and explanations given by the Management, no fraud on or by the Company has been noticed or reported during the course of our audit.



For V. V. Kale & Co. Chartered Accountants Firm Regd No- 000897N Sd/ Vijay V. Kale Place : Mumbai Partner Date : May 22, 2014 M. No - 080821


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Western India Shipyard Ltd. ("the Company"), which comprise the Balance Sheet as at 31st March, 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 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 Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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. 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 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 the affairs of Company as at 31st March, 2013;

b) In the case of Statement of Profit & Loss, of the loss of the Company 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 Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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, 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 March 31, 2013, 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 Section 274(1)(g) of the Act. provisions of the Act. Therefore, the provision of Clause (vi) of paragraph 4 of the Order is not applicable to the Company

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

8. As explained to us, the Central Government has not prescribed for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 in respect of Company''s product and activity.

9. In respect of statutory dues:

a. According to the records of the Company, there has been delays in depositing Provident Fund, Employees State Insurance and other undisputed statutory dues with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax including VAT, Service Tax, Customs duty, Excise duty, cess and other statutory dues were outstanding, as at the last day of financial year for a period of more than six months from the date they became payable other than mentioned below:- Nature of dues Name of the Statute Amount Payable

(Rs. in lacs)

Income Tax The Income Tax Act, 1961 87.91

TDS The Income Tax Act, 1961 29.09

Service Tax The Finance Act, 1994 48.55

Value Added Tax The Goa Value Added Tax Act, 2005 190.16

b. The disputed statutory dues aggregating Rs. 2751.41 lacs that have not been deposited on account of disputed matters are given below:-

Nature of Dues Name of the Statute Financial Year

Sales Tax The Goa Sales Tax Act 1995-96 to 2004-05

Value Added Tax The Goa Value Added Tax 2005-06 & (VAT) Act, 2005 2006-07

Service Tax Finance Act, 1994 2001-02 to 2003-04

Income Tax Demand The Income Tax Act, 1961 2005-06

Custom Duty Customs Act, 1962 2012-13

Name Amount Forum where (Rs. in lacs) dispute is pending

Sales Tax 837.91 Commissioner - (Sales Tax)

Sales Tax 436.57 Commissioner -VAT

711.14 Bombay High Court

Sales Tax 5.67 Income Tax Appellate Tribunal

Sales Tax 760.12 Appeal is yet to be filed

10. As per records of the Company, the accumulated losses of the Company exceed fifty percent of its net worth. However, the Company has not incurred cash losses during the current financial year and in the immediately preceding financial year.

11. Based on the examination of the books of account, related records and according to the information and explanations given to us, 31 instances of delays were noted in repayment of dues to the bank ranging from 1 to 98 days with amounts varying from Rs. 15.01 lacs to Rs. 126.82 lacs and 14 instances of delays were noted in repayment of dues to the financial institution ranging from 1 to 201 days with amounts varying from Rs. 7.95 lacs to Rs. 3162.50 lacs, out of these dues to financial institution Rs. 1106.74 lacs remain outstanding as on the date of signing of balance sheet.

12. In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund/ nidhi/ mutual fund/society. Therefore, the provisions of Clause (xiii) of paragraph 4 of the Order is not applicable to the Company

14. During the audit under review, the Company has made investment in mutual fund. The Company has maintained proper records of the transactions and contracts in respect of such investment. All investments have been held by the Company in its own name.

15. As informed to us, the Company has not given any guarantee for loans taken by others from Bank or Financial Institutions.

16. As per records of the Company, no term loans were applied for. Therefore, the provisions of Clause (xvi) of paragraph 4 of the Order is not applicable to the Company.

17. In our opinion and according to the explanations given to us and based on the information available, we are of the opinion that there are no funds raised on short-term basis that have been used for long-term investment.

18. As per the records, the Company has not made any preferential allotment of shares to parties and companies mentioned in the register maintained under Section 301 of the Companies Act, 1956 during the year.

19. The Company does not have any debentures. Therefore, the provision of Clause (xix) of paragraph 4 of the Order is not applicable to the Company.

20. As per the records of the Company, the Company has not raised any money by way of public issues during the year under audit.

21. As per information and explanations given by the Management, no fraud on or by the Company has been noticed or reported during the course of our audit.

For V. V. Kale & Co.

Chartered Accountants

Firm Regd No- 000897N

Sd/-

Vijay V. Kale

Place : Mumbai Partner

Date : 24th May, 2013 M. No- 080821


Mar 31, 2012

1. We have audited the attached Balance Sheet of Western India Shipyard Ltd. as at 31st March, 2012, the Profit and Loss Account for the year ended on that date and the Cash Flow Statement for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Company's Management.

2. We conducted our audit in accordance with Auditing Standards generally accepted in India. These 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 report.

3. As required by the Companies (Auditor's Report) Amendment Order, 2004 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in Paragraphs 4 & 5 of the said Order.

4. Further to our comments in the Annexure referred to in para (1) above, we report that:

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

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

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

(d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement materially comply with the Mandatory Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956.

(e) On the basis of written representation received from the Directors as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2012 from being appointed as Directors in terms of clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes to accounts give the information required by the Companies Act, 1956, in the manner so required subject to the comments in paragraph (f) above , give a true and fair view in conformity with the accounting principles generally accepted in India;

i) in the case of the Balance Sheet, of the state of the affairs of Company as at 31st March, 2012.

ii) in the case of Profit & Loss Account, of the profit of the Company for the year ended on that date.

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

ANNEXURE TO THE AUDITOR'S REPORT

(Referred to in Paragraph (1) of our Report of even date)

1. i) As informed to us, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets and it needs to be updated.

ii) As informed to us, all the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its business. No material discrepancies were noticed on such verification.

(iii) As explained to us, no substantial part of the fixed assets have not been disposed off during the year.

2. i) As informed to us, the Management has physically verified the inventory during the year. In our opinion, the frequency of verification is reasonable.

ii) As explained to us, the procedure of physical verification of inventories followed by the Management are 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 records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book stocks were not material.

3. a. According to the information and explanation provided to us the Company had taken loans from the companies covered in the register maintained under Section 301 of the Companies Act, 1956.

b. In our opinion the rate of interest and other terms and conditions of loans taken by the Company are prima- facie not prejudicial to the interest of the Company.



c. According to the information and explanation given to us, the payment of principal amount and interest are regular wherever applicable.

d. According to the information and explanation given to us, there is no over due amount pending for repayment.

4. According to the information and explanation given to us the Company has not granted any loans to companies/ parties etc. covered under register maintained under Section 301 of the Companies Act, 1956.

5. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

6. Transactions that need to be entered in the register maintained under Section 301 of the Companies Act, 1956:

a) Based upon the audit procedures applied by us and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956, have been entered in the register required to be maintained under that section.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 500,000/- in respect of any party during the year, have been made at prices which are reasonable, having regard to prevailing market prices at the relevant time.

7. According to the information and explanations given to us, the Company has not accepted any deposits from the public under the provisions of Sections 58A and 58AA of the Companies Act, 1956 or any other relevant provisions of the Act.

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

9. As explained to us, the Central Government has not prescribed for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 in respect of Company's product and activity.

10. a) According to the records of the Company, the Company has deposited Provident Fund, Employees State Insurance and other undisputed statutory dues with the appropriate authorities.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax including VAT, Service Tax, Customs duty, Excise duty, cess and other statutory dues were outstanding, as at the last day of financial year for a period of more than six months from the date they became payable other than TDS and VAT amounting to Rs. 2,05,89,448/-. However, Rs. 12,38,478/- has been paid subsequently.

c) Dues against the Company as per Sales Tax and Service Tax assessment are contested by the Company. Details are as under;

Nature of Name of the Financial Amount Forum where Dues Statute Year (Rs) dispute is pending

1. Sales The Goa Sales 1995-96 1,43,821 Commissioner Tax Tax Act 1996-97 41,26,399 (Sales Tax)

1997-98 62,07,881

1998-99 64,99,976

1999-00 8,14,406

2000-01 89,49,596

2001-02 54,11,182

2002-03 2,31,00,478

2003-04 2,11,58,350

2004-05 73,79,288

2. Value The Goa Value 2005-06 2,20,77,259 Added Added Tax Act Commissioner Tax 2006-07 2,15,79,204 VAT (VAT)

3. Service Central Excise 2001-02 1,88,11,550 Bombay High Tax and Customs Act 2002-03 2,53,09,680 Court 2003-04 2,69,92,343

4. Income The Income Tax 2005-06 5,67,138 ITAT Tax Demand

11. As per records of the Company, the accumulated losses of the Company exceed fifty percent of its net worth. However, the Company has not incurred cash losses during the current financial year.

12. The Company has been regular in repayment of dues to Bank & Financial Institutions other than the delay in quarter ending March, 2012 to ICICI Bank Ltd. for Rs.1,92,85,714/- and IFCI Ltd. for Rs. 2,75,00,000/-.

13. As informed to us, the Company had given Rs. 575.63 lacs to certain companies under escrow agreements against which the original share certificates of the face value of Rs. 169.39 lacs (Market Value on the Balance Sheet date is Rs. 569.16 lacs) had been deposited with the Company.

14. As informed to us, the Company has not given any guarantee for loans taken by others from Bank or Financial Institutions.

15. As informed to us, the term loans have been applied forthe purpose For which they were raised.

16. As per the records, the Company has not made any preferential allotment of shares to parties and companies mentioned in the register maintained under Section 301 of the Companies Act, 1956 during the year.

17. As per the records of the Company, the Company has not raised any money by way of public issues during the year under audit.

18. As per information and explanations given by the Management, no fraud on or by the Company has been noticed or reported during the course of our audit.

19. Other clauses to the said Order are considered to be not applicable to the Company.

For V.V. Kale & Co.

Chartered Accountants

Firm Regd No-000897N

Sd /-

Vijay V. Kale

Place: Mumbai Partner

Date : May 25, 2012 M. No- 080821


Mar 31, 2011

1. We have audited the attached Balance Sheet of Western India Shipyard Ltd. as at 31st March, 2011 and Profit & Loss Account for the year ended on that date and the Cash Flow Statement for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Company's Management.

2. We conducted our audit in accordance with Auditing Standards generally accepted in India. These 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 report.

3. As required by the Companies (Auditor's Report) Amendment Order, 2004 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in Paragraphs 4 & 5 of the said Order.

4. Further to our comments in the Annexure referred to in para (1) above, we report that :

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

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

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

(d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement materially comply with the Mandatory Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956.

(e) On the basis of written representation received from the Directors as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2011 from being appointed as Directors in terms of clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes to accounts give the information required by the Companies Act, 1956, in the manner so required subject to the comments in paragraph (f) above , give a true and fair view in conformity with the accounting principles generally accepted in India ;

i) in the case of the Balance Sheet, of the state of the affairs of Company as at 31st March, 2011.

ii) in the case of Profit & Loss Account, of the profit of the Company for the year ended on that date.

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

ANNEXURE TO THE AUDITOR'S REPORT (Referred to in Paragraph (1) of our Report of even date)

1. i) As informed to us, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets and it needs to be updated.

ii) As informed to us, all the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its business. No material discrepancies were noticed on such verification.

iii) As explained to us, no substantial part of the fixed assets have not been disposed off during the year.

2. i) As informed to us, the Management has physically verified the inventory during the year. In our opinion, the frequency of verification is reasonable.

ii) As explained to us, the procedure of physical verification of inventories followed by the Management are 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 records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book stocks were not material.

3. a. According to the information and explanation provided to us the Company had taken loans from the companies covered in the register maintained under Section 301 of the Companies Act, 1956.

b. In our opinion the rate of interest and other terms and conditions of loans taken by the Company are prima- facie not prejudicial to the interest of the Company.

c. According to the information and explanation given to us, the payment of principal amount and interest are regular wherever applicable..

d. According to the information and explanation given to us, there is no over due amount pending for repayment.

4. According to the information and explanation given to us the Company has not granted any loans to companies/ parties etc. covered under register maintained under Section 301 of the Companies Act, 1956.

5. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

6. Transactions that need to be entered in the register maintained under Section 301 of the Companies Act, 1956:

a) Based upon the audit procedures applied by us and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956, have been entered in the register required to be maintained under that section.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 500,000/- in respect of any party during the year, have been made at prices which are reasonable, having regard to prevailing market prices at the relevant time.

7. According to the information and explanations given to us, the Company has not accepted any deposits from the public under the provisions of Sections 58A and 58AA of the Companies Act, 1956 or any other relevant provisions of the Act.

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

9. As explained to us, the Central Government has not prescribed for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 in respect of Company's product and activity.

10. a) According to the records of the Company, the Company has deposited Provident Fund, Employees State Insurance and other undisputed statutory dues with the appropriate authorities.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax including VAT, Service Tax, Customs duty, Excise duty, cess and other statutory dues were outstanding, as at the last day of financial year for a period of more than six months from the date they became payable.

c) Dues against the Company as per Sales Tax and Service Tax assessment are contested by the Company. Details are as under :-

Nature of dues Name of the Statute Financial Amount (Rs.) Forum where year dispute is pending

1. Sales Tax The Goa Sales Tax 1995-96 1,43,821 Commissioner

Act 1996-97 41,26,399 (Sales Tax)

1997-98 62,07,881

1998-99 64,99,976

1999-00 8,14,406

2000-01 89,49,596

2001-02 54,11,182

2002-03 2,31,00,478

2003-04 2,11,58,350

2004-05 73,79,288

2. Value Added Tax (VAT) The Goa Value 2005-06 2,20,77,259 VAT Officer

Added Tax Act 2006-07 2,15,79,204

3. Service Tax Central Excise and 2001-02 1,88,11,550 Customs, Central

Customs Act 2002-03 2,53,09,680 Excise & Service

2003-04 2,69,92,343 Tax Appellate

Tribunal

4. Income Tax Demand The Income Tax Act 2005-06 5,67,138 CIT(Appeals)

11. As per records of the Company, the accumulated losses of the Company exceed ffty percent of its net worth. However, the Company has not incurred cash losses during the current financial year.

12. According to the information and explanations given to us and based on the documents and records produced to us, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

13. As informed to us, the Company had given Rs. 575.63 lacs to certain companies under escrow agreements against which the original share certificates of the face value of Rs.169.39 lacs (Market Value on the Balance Sheet date is Rs. 859.68 lacs) had been deposited with the Company.

14. As informed to us, the Company has not given any guarantee for loans taken by others from Bank or Financial Institutions.

15. As informed to us, the term loans have been applied for the purpose for which they were raised.

16. As per the records, the Company has not made any preferential allotment of shares to parties and companies mentioned in the register maintained under Section 301 of the Companies Act, 1956 during the year.

17. As per the records of the Company, the Company has not raised any money by way of public issues during the year under audit.

18. As per information and explanations given by the Management, no fraud on or by the Company has been noticed or reported during the course of our audit.

19. Other clauses to the said Order are considered to be not applicable to the Company.

For V. V. Kale & Co.

Chartered Accountants

Firm Regd No- 000897N

Sd/-

Vijay V. Kale

Place : Mumbai Partner

Date : May 30,2011 M. No- 80821


Mar 31, 2010

1. We have audited the attached Balance Sheet of Western India Shipyard Ltd. as at 31st March, 2010 and Profit & Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management.

2. We conducted our audit in accordance with Auditing Standards generally accepted in India. These 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 report.

3. As required by the Companies (Auditors Report) Amendment Order, 2004 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in Paragraphs 4 & 5 of the said Order.

4. Further to our comments in the Annexure referred to in para (1) above, we report that :

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

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

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

(d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement materially comply with the Mandatory Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956.

(e) On the basis of written representation received from the Directors as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2010 from being appointed as Directors in terms of clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

(f) We further report that :-

(i) Provision in respect of work done on sub-contracts is made on an estimated basis in respect of Jobs in progress.

(ii) The Company has a policy of recognizing revenue on proportionate completion method as referred to in Significant Accounting Policies, on the basis of estimates and percentage of completion arrived at by the Company. We have relied upon the same being technical in nature.

(g) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes to accounts give the information required by the Companies Act, 1956, in the manner so required subject to the comments in paragraph (f) above, give a true and fair view in conformity with the accounting principles generally accepted in India ; i) in the case of the Balance Sheet, of the state of the affairs of Company as at 31st March, 2010. ii) in the case of Profit & Loss Account, of the profit of the Company for the year ended on that date. iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

(Referred to in Paragraph (1) of our Report of even date)

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

ii) As informed to us, all the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its business. No material discrepancies were noticed on such verification.

(iii) As explained to us, substantial part of the fixed assets have not been disposed off during the year. However, "Impairment of Assets" has not been considered as per Accounting Standard - 28 issued by The Institute of Chartered Accountants of India.

2. i) As informed to us, the Management has physically verified the inventory during the year. In our

opinion, the frequency of verification is reasonable.

ii) As explained to us, the procedure of physical verification of inventories followed by the Management are 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 records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book stocks were not material.

3. a. According to the information and explanation provided to us the Company had taken loans from

the companies covered in the register maintained under Section 301 of the Companies Act, 1956.

b. In our opinion the rate of interest and other terms and conditions of loans taken by the Company are prima-facie not prejudicial to the interest of the Company.

c. According to the information and explanation given to us, the payment of principal amount and interest are regular.

d. According to the information and explanation given to us, there is no over due amount pending for repayment.

4. According to the information and explanation given to us the Company has not granted any loans to companies/ parties etc. covered under register maintained under Section 301 of the Companies Act, 1956.

5. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

6. Transactions that need to be entered in the register maintained under Section 301 of the Companies Act, 1956:

a) Based upon the audit procedures applied by us and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956, have been entered in the register required to be maintained under that section and needs to be updated.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 500,000 in respect of any party during the year, have been made at prices which are reasonable, having regard to prevailing market prices at the relevant time.

7. According to the information and explanations given to us, the Company has not accepted any deposits from the public under the provisions of Sections 58A and 58AA of the Companies Act, 1956 or any other relevant provisions of the Act.

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

9. As explained to us, the Central Government has not prescribed for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 in respect of Companys product and activity.

a) According to the records of the Company, the Company has deposited Provident Fund, Employees State Insurance and other undisputed statutory dues with the appropriate authorities.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax including VAT, Service Tax, Customs duty, Excise duty, cess and other statutory dues were outstanding, as at the last day of financial year for a period of more than six months from the date they became payable amounting to Rs. 2,83,42,531/-. However, Rs. 86,66,128/- has been deposited subsequently.

c) Dues against the Company as per Sales Tax and Service Tax assessment are contested by the Company. Details are as under :-



Nature of dues Name of the Statute Financial year Amount (Rs.) Forum where

dispute is pending

1. Sales Tax The Goa Sales 1995-96 1,43,821 Commissioner

Tax Act 1996-97 41,26,399 (Sales Tax)

1997-98 62,07,881

1998-99 64,99,976

1999-00 8,14,406

2000-01 89,49,596

2001-02 54,11,182

2002-03 2,31,00,478

2003-04 2,11,58,350

2004-05 73,79,288

2.Value Added The Goa Value 2005-06 2,20,77,259 Commissioner Tax (VAT) Added Tax Act 2006-07 2,15,79,204 (VAT)

3.Ser- vice Tax Central Excise and 2001-02 1,88,11,550 High Court of

Customs Act 2002-03 2,53,09,080 Bombay at Goa 2003-04 2,69,92,343

4.Income Tax The Income Tax Act 2005-06 5,67,138 CIT (Appeals) Demand



11. As per records of the Company, the accumulated losses of the Company exceed fifty percent of its net worth. However, the Company has not incurred cash losses during the current financial year.

12. According to the information and explanations given to us and based on the documents and records produced to us, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

13. As informed to us, the Company had given Rs. 575.63 lacs to certain companies under escrow agreements against which the original share certificates of the face value of Rs. 169.39 lacs (Market Value on the Balance Sheet date is Rs. 1200.16 lacs) had been deposited with the Company.

14. As informed to us, the Company has not given any guarantee for loans taken by others from Bank or Financial Institutions.

15. As informed to us, the term loans have been applied for the purpose for which they were raised.

16. As per the records, the Company has not made any preferential allotment of shares to parties and companies mentioned in the register maintained under Section 301 of the Companies Act, 1956 during the year.

17. As per the records of the Company, the Company has not raised any money by way of public issues during the year under audit.

18. As per information and explanations given by the Management, no fraud on or by the Company has been noticed or reported during the course of our audit.

19. Other clauses to the said Order are considered to be not applicable to the Company.



For V. V. Kale & Co.

Chartered Accountants



Sd/-

Vijay V. Kale

Partner

Place : Mumbai Date : 29/05/2010

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