Auditor Report of Birla Precision Technologies Ltd.

Mar 31, 2023

Birla Precision Technologies Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone financial statements of Birla Precision Technologies Limited (“the Company”) which comprise the Balance Sheet as at 31^st March 2023, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and notes to the financial statements including a summary of significant accounting policies and other explanatory information.

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

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31 st March, 2023

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, cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013 (“Act”). Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of Financial Results section of our report. We are independent of the Company, in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us in is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters (‘KAM’) are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Branch Office : 701, Lakshchandi Heights, Gokuldham, Goregaon (E), Mumbai - 400 060

Description of Key Audit Matters

The Key Audit Matters	How our audit addressed the matter
Capitalisation of property, plant and equipment	Principal Audit Procedures
During the year ended 31st March, 2023, the Company has incurred significant capital expenditure. Further the total additions to property, plant and equipment at various locations of the Company was ? 4134.73 Lakhs in the current year as set out in Note No.2. Significant level of judgement is involved to ensure that the aforesaid capital expenditure/additions meet the recognition criteria of Ind AS 1 6 - Property, Plant and Equipment. As a result, the aforesaid matter was determined to be a key audit matter.	Our audit procedures included the following substantive procedures: • We assessed the capitalisation process and tested the design and operating effectiveness of the controls in the process. • Assessed the nature of the additions made to property, plant and equipment and capital work-in-progress on a test check basis to test that they meet the recognition criteria as set out in para 16 to 22 of Ind AS 16. • Reviewed the project completion details provided by the management to determine whether the asset is in the location and condition necessary for it to be capable of operating in the manner intended by the management. Based on the above procedures, management’s assessment in respect of Capitalisation of property, plant and equipment in the Standalone Financial Statements are considered to be adequate.

Lockout of Foundry Division

Principal Audit Procedures

During the Year, the Company has Temporarily Locked Out its Foundry Division. Matter - The Company in its email dated 30th January, 2023 had informed the Board of Directors of its decision of Lockout of the Foundry Division of the Company situated atWaluj, Maharashtra, due to continuous losses borne by the Unit over a period of time and ongoing labor issues which were jeopardizing the overall business activity of the Foundry Business.The Company tried all the steps of salvaging the production and its business activities in spite of facing hurdles, but over a period, running business operations from the factory became unsustainable due to continuous losses and recurring issues at Factory.The Company wants to also convey to the board, that they have taken this step after considerable discussion with a view of maximizing shareholders wealth by focusing on profitable units and its subsequent business’s.The Company informed the Worker Unions of its decision of Lockout which was followed with informing the government bodies and authorities with Company engaging with all the stakeholders and safeguarding their interests. Since, the Total Revenue from Operations of this division was 1 5.74% of total revenue from Operations as on March 3 1,2022, the aforesaid matter was determined to be a key audit matter.

Our audit procedures included the following substantive procedures: • We assessed the filings done and intimations done by the Management with the Stock Exchanges and the Appropriate Legal Authorities regarding the same. • Based on the clarification received from the Management, the Demerger Application of the said department was already pending with the BSE. • Based on our technical assessment, even though the revenue of the division was 15.74% of total revenue but the Division was loss making since many years (Loss of Rs 6.79 Crores against revenue of ? 38.76 Crores) • Also, the Company is in expansion phase with its new project at Chalisgaon and expansion of existing facilities at Nashik.Therefore the lockout would not have any adverse impact on the Company. On the basis of above Clarifications and assessment, we do not have any adverse comment on the Going Concern of the Company.

Information other than the Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the preparation of the other information.The other information comprises the information included in the Management Discussion and Analysis, Board’s report including the Annexures to Board''s Report Corporate Governance and Shareholder’s Information, but does not include the financial statements and our auditor’s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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 the 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 the 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.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibility

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit.We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section I43(3)(i) of the Act, we are also responsible for

expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion.

Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whetherthe financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters.We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), as issued by Central Government of India in terms of Sub Section (I I) of Section 143 of the Act, we hereby give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.

2. As required by Section 143(3) of the Act, based on our audit 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 accounts 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 accounts;

d. In our opinion, the aforesaid financial statements comply with the Accounting Standards referred to in Section 133 of the Act read with Rule 7 of The Companies (Accounts) Rules, 2014;

e. On the basis of written representations received from the Directors and taken on record by the Board of Directors, none of the Directors is disqualified as on 3 I^st March 2023, from being appointed as a Director in terms of Section I 64(2) of the Act;

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

g. With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended:

I n our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

h. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule I I 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 derivatives contracts for which there were any material foreseeable losses;

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

iv. a. The Management has represented that, to

the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested ( either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b. The Management has represented, that to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or

indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

c. Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule I I (e), as provided under (a) and (b) above, contain any material misstatement.

v. The Company has not declared or paid any dividend during the year.

For Valawat & Associates

Chartered Accountants FRN:003623C Jinendra Jain Partner

Membership No. 072995 UDIN: 23072995BGVUDX8748

Place: Mumbai Date: 26^th May, 2023

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Mar 31, 2018

To the Members of BIRLA PRECISION TECHNOLOGIES LIMITED Report on the Audit of the Ind AS Financial Statements

We have audited the accompanying Ind AS financial statements of BIRLA PRECISION TECHNOLOGIES LIMITED (“the Company”) which comprise the Balance Sheet as at 31st March, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information (herein after referred to as “Ind AS financial statements”).

Management’s Responsibility for the IND AS 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 Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (“Ind AS”) 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 Ins AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Auditor’s Responsibility

Our responsibility is to express an opinion on these Ind AS 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 of the Ind AS financial statements 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 Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Ind AS 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 Ind AS 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 control 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 Ind AS financial statements.

We are also responsible to conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the entity’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the opinion. Our conclusions are based on the audit evidence obtained up to the date of the auditor’s report. However, future events or conditions may cause an entity to cease to continue as a going concern.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the Ind AS 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 including the Ind AS, of the state of affairs of the Company as at 31st March, 2018, and its Profit (including other comprehensive income), changes in equity 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 (“other Order”) issued by the Central Government in terms of section 143 (3) of the Act, we give in “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 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 it appears from our examination of those books;

c. The Balance Sheet, the Statement of Profit and Loss, the Statement of Changes in Equity and the Cash Flow Statement
dealt with by this Report are in agreement with the books of account;

d. In our opinion, the aforesaid Ind AS financial statements comply with the Accounting Standards specified under section
133 of the Act;

e. On the basis of written representations received from the directors as on 31st March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018 from being appointed as a director in terms of Section 164 (2) of the Act;

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the
operating effectiveness 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 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 Ind AS financial statements – Refer Note 30 to the Ind AS financial statements.

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

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

iv. The disclosures in the Ind AS financial statements regarding holdings as well as dealings in specified bank notes during the period from 8 November 2016 to 30 December 2016 have not been made since they do not pertain to the financial year ended 31st March 2018.

For, THAKUR VAIDYANATH AIYAR & CO.
CHARTERED ACCOUNTANTS Firm’s registration number: 000038N
C V PARAMESWAR

Partner 

Membership number: 011541

Place: Mumbai

Date: 28.05.2018 

Annexure A to the Independent Auditors’ Report

The Annexure referred to in Independent Auditors’ Report to the member of BIRLA PRECISION TECHNOLOGIES LIMITED on the Ind AS financial statements for the year ended 31st March 2018.

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

(b) There is a phased programme for verification of fixed assets, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(c) As per the information and explanations provided to us, title deeds of immovable properties are generally in the name of the Company except in case of 4 leasehold properties acquired by entities valued at ` 356 Lakhs Gross and ` 279
Lakhs net, that have since been amalgamated with the Company.

ii. The inventory (excluding stock with Third parties) has been physically verified by the management during the year. In respect of inventory lying with third parties these have been confirmed by them. In our opinion the frequency of verification is reasonable.The discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii. In our opinion and according to the information and explanations given to us, 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. Accordingly, paragraph 3 (iii) of the Order is not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and I86 of the Companies Act, 2013 In respect of Loans, investments, guarantees, and security.

v. The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

vi. We have broadly reviewed the books of accounts maintained by the Company as specified under Section 148 (1) of the Act, for maintenance of cost records in respect of products manufactured by the Company, and are of the opinion that prime facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

vii. (a) According to the information and explanations given to us and on the basis of our examination of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales tax, Service Tax, Goods and Service Tax (GST), Duty of Customs, Duty of Excise,Value added Tax, Cess and any other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.
According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at 31st March, 2018 for a period of more than six months from the date on which they became payable.

(b) According to the information and explanation given to us and on the basis of our examination of the records of the Company, details of dues of Income Tax, Sales Tax, Service Tax, Goods and Service Tax (GST), Duty of Customs, Duty of Excise and Value added tax which have not been deposited as on 31 March 2018 on account of disputes are given below:

Name of the Statute	Forum where dispute is pending	Period to which amount related	Amount (` in Lakhs)
Income Tax	Deputy Commissioner of Income Tax	1995-96	0.75

viii. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to any financial institution or bank or Government or dues to debenture holders.

ix. According to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained.The Company did not raise money by way of initial public offer or further public offer (including debts instruments) during the year.

x. Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

xi. In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V of the Companies Act, 2013.

xii. In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company.

xiii. In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act,
2013 and the details have been disclosed in the Ind AS Financial Statements as required by the applicable accounting standards.

xiv. Based upon the audit procedures performed and the information and explanations given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company.

xv. Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company.

xvi. In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company.
For, THAKUR VAIDYANATH AIYAR & CO.

CHARTERED ACCOUNTANTS Firm’s registration number: 000038N
C V PARAMESWAR

Partner

Membership number: 011541

Place: Mumbai

Date: 28.05.2018

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Mar 31, 2016

To the Members of BIRLA PRECISION TECHNOLOGIES LIMITED

Report on the Financial Statements

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

Management’s Responsibility for the (Standalone) Financial Statements

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

Auditor’s Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. 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 control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid (Standalone) financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, and its Loss and its Cash Flow for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. 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 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 it appears from our examination of those books;

c. the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

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

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

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”.

g. 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 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 were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), as amended, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the ‘Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.

ANNEXURE A” To the Independent Auditor’s Report on the Standalone Financial Statements of BIRLA PRECISION TECHNOLOGIES LIMITED

(Referred to in paragraph I(f) under ‘Report on Other Legal & Regulatory Requirement’ of our report of even date to the financial statements of the Company for the year ended March 3I, 20I6):

Report on the Internal Financial Controls over financial reporting under Clause (i) of Sub-section 3 of Section I43 of the Companies Act, 20I3 (“the Act”)

We have audited the internal financial controls over financial reporting of BIRLA PRECISION TECHNOLOGIES LIMITED (“the Company”) as of March 3I, 20I6 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing 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 (‘ICAI’). 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 Companies Act, 20I3.

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 Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section I43(I0) of the Companies Act, 20I3, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, 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 Company’s 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 (I) 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 made only 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 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.

“ANNEXURE B” To the Independent Auditors’ Report on the Standalone Financial Statements of BIRLA PRECISION TECHNOLOGIES LIMITED

(Referred to in paragraph 2 under the heading ‘Report on Other Legal & Regulatory Requirement’ of our report of even date to the financial statements of the Company for the year ended March 3l, 20l6):

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

(b) There is a phased programme for verification of fixed assets, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(c) As per the information and explanations provided to us, title deeds of immovable properties are generally in the name of the Company except in the case of 4 leasehold properties acquired by entities valued at Rs. 356 lacs Gross and Rs. 290 lacs nett, that have since been amalgamated with the Company.

2) The inventory (excluding stock with Third parties) has been physically verified by the management during the year. In respect of inventory lying with third parties these have been confirmed by them. In our opinion the frequency of verification is reasonable. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3) The Company has granted unsecured loans to one Company covered in the register maintained under section 189 of the Companies Act, 2013.

(a) The terms and conditions of such loan are not prejudicial to the company’s interest.

(b) The schedule of repayment of principal and payment of interest has not been stipulated.

(c) As there is no stipulation about repayment of principal and payment of interest, there is no overdue amount.

4) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and I86 of the Companies Act, 2013 In respect of Loans, investments, guarantees, and security.

5) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

6) We have broadly reviewed the books of accounts maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under sub section (i) of Section 148 of the Companies Act, 2013, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have however not made a detailed examination of the records with a view to determine whether they are accurate or complete.

7) (a) According to the information and explanations given to us and on the basis of our examination of the books of account, and records, the Company has been generally 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.

According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at March 31, 2016 for a period of more than six months from the date on when they became payable.

(b) According to the information and explanation given to us there are no dues of Income Tax, Sales Tax, Service Tax, Duty of Custom, Duty of Excise and Value Added Tax which have not been deposited on account of dispute other than the following:-

Particulars	Period to which the matter pertains to	Forum where dispute is pending	Amount (Rs. in Lacs)
Central Sales Tax	2004-05	Sales Tax Appellate Tribunal, Mumbai	15.89
Central Sales Tax / Bombay Sales Tax	2005-06	Joint Commissioner, Aurangabad	105.96
Central Sales Tax	2006-07	Joint Commissioner, Aurangabad	147.23
Income Tax	1994-95	Deputy Commissioner of Income Tax	6.77

8) According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to any financial institution or bank or Government or dues to debenture holders.

9) Based upon the audit procedures performed and the information and explanations given by the management, the Company has not raised moneys by way of initial public offer or further public offer including debt instruments and not availed term loans during the year. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the Company and hence not commented upon.

10) Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

11) In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V of the Companies Act, 2013.

12) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company.

13) In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

14) Based upon the audit procedures performed and the information and explanations given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company.

15) Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company.

16) In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company.

For, THAKUR VAIDYANATH AIYAR & CO.

CHARTERED ACCOUNTANTS

Firm’s registration number: 000038N

C V PARAMESWAR

Place: Nashik Partner

Date: 27th May, 2016 Membership number: 011541

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Mar 31, 2015

Report on the Financial Statements

1. We have audited the accompanying financial statements of Birla Precision Technologies Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, 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

2. The Company's Board of Directors are 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; 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

3. 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.

4. 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 control 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.

5. 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

6. 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 31st March 2015, its Loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub- section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

8. 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 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 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 applicable Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014;

e. on the basis of written representations received from the directors as on 31st March, 2015, and 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 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) As per the best estimates made by the management on the basis of opinion taken, the Company is of the view that the ongoing litigations as at the reporting date would not have a material impact on its financial position;

ii) Based upon the assessment made by the company, there are no material foreseeable losses on its long term contracts that may require any provisioning.

iii) In view of there being no amount(s) required to be transferred to the Investor Education and Protection Fund for the year under audit the reporting under this clause is not applicable.

Annexure to Auditors' report

Referred to in our report of even date on the accounts of Birla Precision Technologies Limited for the year ended on 31st March 2015

(i) a) In our opinion and according to the information and explanations given to us, the company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) There is a phased programme for verification of fixed assets, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(ii) a) The Inventory (excluding stock with third parties) has been physically verified by the management during the year. In respect of inventory lying with third parties, these have been confirmed by them. In our opinion the frequency of verification is reasonable.

b) In our opinion the procedure of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) On the basis of our examination of inventory records in our opinion the company is maintaining proper records of inventory. The discrepancies noticed during the physical verification have been properly dealt with in the books of accounts.

(iii) a) The company has granted unsecured loans to one company covered in the register maintained under section 189 of the Companies Act, 2013. The maximum amount involved during the year was Rs. 553 lakhs and year end balance was Rs. 553 lakhs.

b) In respect of the aforesaid loans, the principal amount and interest are payable on demand and there is no repayment schedule stipulated.

c) In respect of the said loans, the same are repayable on demand and therefore the question of overdue amount does not arise.

(iv) In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business, for purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have neither observed nor been informed by the management of any continuing failure to correct major weaknesses in internal controls.

(v) In our opinion, and according to the information and explanations given to us, the company has not accepted any deposits during the period under audit. Consequently, the directives issued by Reserve Bank of India and the provisions of Sections 73 to 76 of the Act and the rules framed there under are not applicable.

(vi) We have broadly reviewed the books of accounts maintained by the company in respect of products where, pursuant to the Rules made by the Central Government of India the maintenance of cost records has been prescribed under subsection (1) of section 148 of the Companies Act, 2013, and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(vii) a) According to the information and explanations given to us and based on the records of the company examined by us, the company is regular in depositing the undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income-tax, Sales-tax, Service Tax and other material statutory dues, as applicable, with the appropriate authorities in India;

b) According to the information and explanations given to us, there are no dues of sales Tax, Income tax, Service tax, Custom Duty, wealth Tax, Excise Duty and cess which have not been deposited on account of any dispute other than the following:

Name of the state Nature of the Amount Period to which dues Rs. in lakhs amount related

Central Sales Tax Act, 1956 Central Sales Tax 15.89 2004-05

Bombay Sales Tax Act, 1959 Sales Tax 2.84 2005-06

2.73 2006-07

Central Sales Tax Act,1956/ Sales Tax 105.96 2005-06 Bombay Sales Tax Act 1959

Central Sales Tax Act, 1956 Central Sales Tax 147.23 2006-07

Central Sales Tax Act,1956 Central Sales Tax 4.70 2009-10

Income Tax Act, 1961 Income Tax 6.77 1994-95

Name of the State Forum where dispute is pending

Central Sales Tax Act, 1956 Sales Tax Appellate Tribunal Mumbai

Bombay Sales Tax Act, 1959 Sales Tax Appellate Tribunal Mumbai

Central Sales Tax Act, 1956 Joint Commissioner Aurangabad

Central Sales Tax Act, 1956 Joint Commissioner Aurangabad

Central Sales Tax Act, 1956 Joint Commissioner Aurangabad

Income Tax Act 1961 Deputy Commissioner of Income Tax

c) In view of there being no amount(s) required to be transferred to the Investor Education and Protection Fund for the year under audit the reporting under this clause is not applicable.

(viii) The Company has no accumulated losses as at 31st March, 2015, and it has not incurred cash losses during the financial year as well as in the immediately preceding financial year.

(ix) Based upon the audit procedures carried out by us and on the basis of the information and explanations provided by the management we are of the opinion that the company has not defaulted in repayment of dues to banks or financial institutions.

(x) The company has given a corporate guarantee for a loan taken by an Associate Company from banks. The terms and condition of the guarantee are not prejudicial to the interest of the company.

(xi) In our opinion, the term loans have been applied for the purpose for which they were raised.

(xii) 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 explanations 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 Thakur Vaidyanath Aiyar & Co,

Chartered Accountants

Firm's Regn No. 000038N

C.V. Parameswar

Place: Mumbai, Partner

Date: 29.05.2015 M. No. 11541

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Mar 31, 2014

We have audited the accompanying financial statements of BIRLA PRECISION TECHNOLOGIES LIMITED ("the Company), which comprise the Balance Sheet as at March 31,2014, and 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 Standards notified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of 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.

Emphasis of matter

Without qualifying our opinion, we draw attention to Note 31 of the financial statements regarding the payment/provision of remuneration to the Managing Director which is in excess by Rs.53.54 lakhs over the maximum remuneration payable as per the provisions of the Companies Act, 1956, due to inadequacy of profits.

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

(b) The fixed assets of the Company have been physically verified by the Management during the year under a programme of verification laid down and no material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year.

2. (a) The inventory (excluding stocks with third parties) has been physically verified by the management during the year. In respect of inventory lying with third parties, these have been confirmed by them. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of inventory records, in our opinion, the Company is maintaining proper records of inventory. As informed to us no material discrepancies were noticed on physical verification.

3. (a) The Company has granted unsecured loans to one company covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year was Rs. 553 lacs and year-end balance was Rs. 553 lacs.

(b) In our opinion and according to the information and explanation given to us , the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

(c) In respect of the aforesaid loans, the principal amount and interest are payable on demand and there is no repayment schedule stipulated.

(d) In respect of the said loans, the same are repayable on demand and therefore the question of overdue amount does not arise.

(e) The Company has not taken any loan from companies, firms or other parties covered in the register maintained under Section 301 of

the Act. 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 for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to

in Section 301 of the Act 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 and exceeding the value of Rs. five lacs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits under the provisions of section 58A and 58AA of the Act or any other relevant provisions of the Act and the rules framed there under.

7. The Company has an Internal Audit system. In our opinion, the Company''s internal audit system is commensurate with its size and nature of its business.

8. We have broadly reviewed the cost records maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of Section 209 of the Act, and are of the opinion that prima facie, the prescribed cost records have been maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. (a) According to the records of the company, undisputed dues, including provident fund, Employees State Insurance Dues, Investor

Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess,and other material statutory dues have generally been regularly deposited, by the company during the year with appropriate authorities. According to the information and explanation given to us no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31,2014 for a period of more than six months from the date of becoming payable.

(b) According to the information and explanation given to us, there are no dues of sales Tax, Income Tax, Service Tax, Custom Duty, Wealth Tax, Excise duty and Cess which have not been deposited on account of any dispute other than the following:

Name of Statute Nature of the dues Amount Period to which (Rs.in lacs) amount relates

Central Sales Tax Act,1956 Central Sales tax 15.89 2004-05

Bombay Sales Tax Act,1959 Sales Tax 2.84 2005-06

2.73 2006-07

Income Tax Act,1961 Income Tax 6.77 1994-95



Name of Statue Forum where dispute is pending

Central Sales Tax Act,1956 Sales Tax Appellate Tribunal, Mumbai

Bombay Sales Tax Act,1959 Sales Tax Appellate Tribunal, Mumbai

Income Tax Act,1961 Deputy Commissioner of Income Tax

10. The Company has no accumulated losses as at March 31,2014 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank as at the balance sheet date. There were no debentures issued during the year or outstanding at the beginning of the year.

12. The Company has not granted any loans and advances 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 or a nidhi/mutual benefit fund/society. Therefore clause 4(xiii) of the Companies (Auditor''s report) Order,2003 is not applicable to the Company.

14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. The Company has given a corporate guarantee for a loan taken by an Associate Company from banks. The terms and condition of the guarantee are not prejudicial to the interest of the company.

16. In our opinion the term loans have been applied for the purpose for which they were raised.

17. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on short term basis which have been used for long-term investment during the year.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

19. The Company has not issued any debentures during the year, and does not have any debenture outstanding as at the year end.

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

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

For THAKUR, VAIDYANATH AIYAR & CO.

Chartered Accountants Firm Reg. No. 000038N

C V Parameswar

Partner

Place: Mumbai Mem. No. 11541

Date : 27th May, 2014

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of BIRLA PRECISION TECHNOLOGIES LIMITED ("the Company"), which comprise the Balance Sheet as at March 3I, 20I3, and 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 Standards referred to in sub-section (3C) of section 2II of the Companies Act, I956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s 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 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 3I, 20I3;

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 subsection (3C) of section 2II of the Companies Act, I956;

e) On the basis of written representations received from the directors as on March 3I, 20I3, and taken on record by the Board of Directors, none of the directors is disqualified as on March 3I, 20I3, from being appointed as a director in terms of clause (g) of sub-section (I) of section 274 of the Companies Act, I956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 44IA of the Companies Act, I956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

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

(b) The fixed assets of the Company have been physically verified by the Management during the year under a programme of verification laid down and no material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year.

2. (a) The inventory (excluding stocks with third parties) has been physically verified by the management during the year.

In respect of inventory lying with third parties, these have been confirmed by them. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of inventory records, in our opinion, the Company is maintaining proper records of inventory. As informed to us no material discrepancies were noticed on physical verification.

3. (a) The Company has granted unsecured loans to three companies covered in the register maintained under Section 30I of the Act. The maximum amount involved during the year was Rs. 2678 lacs and year end balance was Rs. 2044.34 lacs.

(b) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

(c) In respect of the aforesaid loans, the principal amount and interest are payable on demand and there is no repayment schedule stipulated.

(d) In respect of the said loans, the same are repayable on demand and therefore the question of overdue amount does not arise.

(e) The Company has taken unsecured loans from a company covered in the register maintained under Section 30I of the Act. The maximum amount involved during the year was Rs. 4I0 lacs and the yearend balance was Rs. 4I0 lacs.

(f) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and condition of the loan taken by the company are not prima facie prejudicial to the interest of the company.

(g) The principal amounts and interest are repayable on demand and there is no repayment schedule stipulated.

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 for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 30I of the Act 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 and exceeding the value of Rs five lacs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits under the provisions of section 58A and 58AA of the Act or any other relevant provisions of the Act and the rules framed there under.

7. The Company has an in house internal audit system. In our opinion, the Company''s internal audit system is commensurate with its size and nature of its business.

8. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 20II prescribed by the Central Government under section 209 (I) (d) of the Companies Act,I956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. (a) According to the records of the company, undisputed statutory dues, including Provident Fund, Employees Statue

Insurance Dues, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess,and other material statutory dues have generally been regularly deposited, by the Company during the year with appropriate authorities in India. According to the information and explanation given to us no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 3I,20I3 for a period of more than six months from the date of becoming payable, except for dues in respect of income-tax as mentioned below:

Name of the statute Nature of dues Amount Period to which Due Date Date of payment (Rs. in lacs) amount relates

Income Tax Act,I96I Income Tax I55.48 F.Y. 20I0-II - Not paid till date.

(b) According to the information and explanation given to us, there are no dues of Sales Tax, Income Tax, Service Tax, Custom Duty, Wealth Tax, Excise duty and Cess which have not been deposited on account of any dispute other than the following:

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

Central Sales Tax Act, I956 Central Sales tax 57.83 2004-05 Joint Commissioner of sales Tax (Appeal)

Bombay Sales Tax Act, I959 Sales Tax I2.25 2004-05 Joint Commissioner of Sales Tax (Appeals)

Income Tax Act, I96I Income Tax 6.77 I994-95 Deputy Commis sioner of Income Tax.

10. The Company has no accumulated losses as at March 3I, 20I3 and it has not incurred any cash loss in the financial year ended on that date or in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank as at the balance sheet date.

12. The Company has not granted any loans and advances 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 or a nidhi / mutual benefit fund/society. Therefore clause 4(xiii) of the Companies (Auditor''s report) Order,2003 is not applicable to the Company.

14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. The Company has given a corporate guarantee for a loan taken by a group Company from banks. The terms and condition of the guarantee are not prejudicial to the interest of the Company.

16. In our opinion the term loans have been applied for the purpose for which they were raised.

17. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on short term basis which have been used for long-term investment during the year.

18. The Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under Section 30I of the Act during the year.

19. The Company has not issued any debentures during the year, and does not have any debenture outstanding as at the year end.

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

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

For THAKUR VAIDYANATH AIYAR & CO.

Chartered Accountants

Firm Reg. No. 000038N



C. V. Parameswar

Place: Mumbai Partner

Date: 27th May, 20I3 Mem. No. II54I

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of Birla Precision Technologies Limited as at March 31, 2012, the Statement of Profit and Loss 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. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. Without qualifying our opinion, we invite attention to the note no."32" regarding delay in project implementation and capital expenditures (including project advances) amounting to Rs.523.20 lakh. No provision for impairment is considered necessary based on the representation given by the management.

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

5. Further to our comments in the Annexure referred to in paragraph 4 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 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, Statement of Profit & Loss and Cash Flow Statement comply with the mandatory Accounting Standards referred to in sub section (3C) of Section 211 of the Companies Act, 1956 except Accounting Standard - 2 (AS - 2), on "Valuation of Inventories" Cost of finished goods and goods under process at Tools Division of the Company is determined using the retail method whereby the cost is computed by reducing from the sales value of the inventory the global gross margin. This method is not in accordance with Accounting Standard 2 (AS 2) on "Valuation of Inventories" referred to in section 2II(3C) of the Act. The impact of this on the profit for year is not quantifiable.

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

f) Subject to the comments made in Para (d) above in our opinion and to the best of our information and according to the explanation given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

ANNEXURE TO AUDITOR'S REPORT

Annexure referred to in paragraph 4 of Auditor's report of even date to the members of Birla Precision Technologies Limited on the accounts for the year ended March 3I, 20I2

1) a) The Company has maintained records showing details of fixed assets, except comprehensive fixed assets register pertaining

to casting division is in the process of being compiled.

b) We have been informed that the fixed assets of the Company are physically verified by the Management during the year in a phased periodical manner, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such physical verification. The management does not expect material discrepancies on compiliation of fixed assets register of casting division.

c) In our opinion, the Company has not disposed off substantial part of its fixed assets during the year.

2) a) The inventory has been physically verified during the year by the Management except inventory lying with third parties. In our opinion, the frequency of verification is reasonable.

b) In our opinion and based on the information and explanation given to us, the procedures of physical verification followed by the management of stock lying with it were reasonable and adequate in relation to the size of the Company and nature of its business.

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of inventories and no material discrepancies were noticed on physical verification. In respect of items lying with other entities we have relied on the confirmations obtained by the management from such entities.

3) a) The Company has granted unsecured loan to two companies covered in the register maintained under Section 30I of the

Act. The maximum amount involved during the year Rs 2,080.00 lakh and year end balance of the aforesaid loan is Rs. I,530.00 lakh.

b) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions of the loans given by the company are not prima facie prejudicial to the interest of the Company.

c) The principal amounts are repayable on demand and there is no repayment schedule. The interest is payable on demand.

d) In respect of the said loans, the same are repayable on demand and therefore the question of overdue amounts does not arise.

e) The Company has taken unsecured loan from three Companies covered in the register maintained under Section 30I of the Act. The maximum amount involved during the year Rs I035.72 lakh and year end balance was Rs.9I0.72 lakh.

f) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions of the loans taken by the company are not prima facie prejudicial to the interest of the Company.

g) The principal amounts are repayable on demand and there is no repayment schedule. The interest is payable on demand.

4) There are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to the purchases of inventories, fixed assets and sale of goods and services and we have not observed any continuing failure to correct the major weaknesses in such internal controls.

5) a) In our opinion and according to the information and explanation given to us, the particulars of contracts or arrangements

referred to in section 30I of the Companies Act, I956 have been entered in the register required to be maintained under that section.

b) In our opinion and according to the information and explanation given to us, the transactions of purchase of goods and material and sale of goods, material and services made pursuant of contracts or arrangements entered in the register maintained under section 30I of the Companies Act, I956 have been made at a prices which are reasonable having regard to the prevailing market price at the relevant time.

6) The Company has not accepted any deposits under the provisions of section 58A and 58AA of the Act or any other relevant provisions of the Act and the rules framed there under.

7) The Company has its own internal audit team. In our opinion, the company's internal audit system is commensurate with its size and nature of its business.

8) On the basis of records produced to us, we are of the opinion that, prima facie, the cost records prescribed by the Central Government of India under section 209(I)(d) of the Act have been maintained. However, we are not required to and have not carried out any detailed examination of such accounts and records.

9) a) According to the records of the Company, undisputed statutory dues, including Provident Fund, Employees Statue

Insurance Dues, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues have generally been regularly deposited, by the Company during the year with appropriate authorities in India. According to the information and explanation given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 3I,20I2 for a period of more than six months from the date of becoming payable, except for dues in respect of advance income-tax and employees provident fund as mentioned below:

Name of the Nature of dues Amount Period to which Due Date Date of payment Statute (Rs.in lakh) amount relates

Income tax Advance income tax I5I.46 Third Quarter of F.Y. I5th December, Not paid till date

Act, I96I interest thereon II.76 20I0-II 20I0

Income tax Advance income tax I30.68 Fourth Quarter of I5th March, 20II Not paid till date Act, I96I interest thereon 36.59 F.Y. 20I0-II

Income tax Advance income tax 82.88 First Quarter of F.Y. I5th June, 20II Not paid till date Act, I96I interest thereon 2.49 20II-I2

Income tax Advance income tax I65.77 Second Quarter of. I5th September, Not paid till date

Act, I96I interest thereon 7.46 F.Y. 20II-I2 20II

Employees Employees Provi- 0.38 I977-78 to 2008-09 02 nd July, 20II Not paid till date

Provident Fund dent Fund Interest 0.II and Miscellan eous thereon Provision Act, I952

b) According to the information and explanations given to us, there are no dues of sales tax, Income Tax, Service Tax, Custom Duty, Wealth Tax, Excise duty and Cess which have not been deposit on account of any dispute other than the following:

Name of Statute Nature of the Amount Period to which Forum where dispute is pend- dues (Rs. in Lakh ) amount relates ing

Central Sales Tax Central Sales tax I.28 2006-07 The West Bengal sales Tax Appel- Act, I956 lete & Revision Board

Central Sales Tax Central Sales Tax 57.84 2004-05 Joint Commissioner of Sales Tax Act, I956 (Appeals)

Bombay Sales Tax Sales Tax 17.82 Various years from Joint Commissioner of Sales Tax Act, I959 2004-05 to 2006-07 (Appeals)

Central Excise Act, Excise Duty and 13.37 Various year from Commissioner (Appeals) of Cen- I944 Service Tax 2005-06 to 2009-I0 tral Excise Income Tax Act, Income tax 6.77 I994-95 Deputy Commissioner of Income I96I Tax

10) The Company has no accumulated losses as at March 3I, 20I2, and it has not incurred any cash loss during the current financial year and in the immediately preceding financial year.

11) In our opinion and according to information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institution or bank. There were no debentures issued during the year or outstanding at the beginning of the year.

12) The Company has not granted any loans or advances 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 or a nidhi/mutual benefit fund/society. Therefore, clause 4(xiii) of the Companies (Auditor's report) Order, 2003 is not applicable to the Company.

14) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provision of clause 4(xiv) of the companies (Auditor's report) Order, 2003 is not applicable to the Company.

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

16) In our opinion, the term loans have been applied for the purpose for which they were raised.

17) On the basis of review of utilization of funds which is based on overall examination of the balance sheet of the Company, related information as made available to us and as represented to us by the Management, we are of the opinion that no funds raised on short term basis have been used for long term investment during the year.

18) The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 30I of the Act during the year.

19) According to the information and explanation given to us, during the period covered by our audit report, the Company has not issued any debentures and no debentures were outstanding at the end of the year. Therefore, the provisions of clause 4(xix) of companies (Auditor's Report) Order, 2003 are not applicable to the Company.

20) We have verified the end use of money raised through right - cum - public issue by the erstwhile Birla Machining & Toolings Limited and the same has been disclosed in the notes to the financial statements (Refer note no. 3I).

21) As per the information with us and explanation given to us and on the basis of examination of records, no material fraud on or by the Company was noticed or reported during the year.

For CHATURVEDI & SHAH Chartered Accountants Registration No. I0I720W

Parag. D. Mehta

Place: Mumbai Partner

Dated: May 30, 2012 Membership No. 113904

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of Birla Precision Technologies Limited as at March 31, 2011, the Profit and Loss Account 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. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor’s Report) Order, 2003, (as amended) issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable to the Company.

4. Further to our comments in the Annexure referred to in paragraph 3 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 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 Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) in our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement comply with the mandatory Accounting Standards referred to in sub section (3C) of Section 211 of the Companies Act, 1956 except Accounting Standard – 2 (AS – 2), on "Valuation of Inventories" Cost of finished goods and goods under process at Tools Division of the Company is determined using the retail method whereby the cost is computed by reducing from the sales value of the inventory, the global gross margin. This method is not in accordance with Accounting Standard 2 (AS 2) on "Valuation of Inventories" referred to in section 211(3C) of the Act. The impact of this on the profit for year is not quantifiable.

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

f) Subject to the comments made in Para (d) above in our opinion and to the best of our information and according to the explanation given to us, the said financial statements together with the significant accounting policies and notes thereon give the information required by the Act, in the manner so required, and present a true and fair view in conformity with the accounting principles generally accepted in India:- i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011;

ii) in the case of the Profit and Loss Account, of the Profit for the year ended on that date; and iii) in the case of Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO AUDITOR’S REPORT

Annexure referred to in paragraph 3 of Auditor’s report of even date to the members of Birla Precision Technologies Limited on the accounts for the year ended March 31, 2011

1) a) The Company has maintained proper records to show all particulars, including quantitative details and situations, of its fixed assets.

b) We have been informed that the fixed assets of the Company are physically verified by the Management during the year in a phased periodical manner, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such physical verification.

c) In our opinion, the Company has not disposed off substantial part of its fixed assets during the year.

2) a) The inventory has been physically verified during the year by the Management except inventory lying with third parties. In our opinion, the frequency of verification is reasonable.

b) In our opinion and based on the information and explanation given to us, the procedures of physical verification followed by the management of stock lying with it were reasonable and adequate in relation to the size of the Company and nature of its business.

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of inventories and no material discrepancies were noticed on physical verification. In respect of items lying with other entities we have relied on the confirmations obtained by the management from such entities.

3) a) The Company has granted unsecured loan to one company covered in the register maintained under Section 301 of the Act.

The maximum amount involved during the year Rs 35 lakh and year end balance of the aforesaid loan is Rs NIL.

b) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions of the loans given by the company are not prima facie prejudicial to the interest of the Company.

c) The principal amounts are repayable on demand and there is no repayment schedule. The interest is payable on demand.

d) In respect of the said loans, the same are repayable on demand and therefore the question of overdue amounts does not arise.

e) The Company has taken unsecured loan from two Company covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year Rs 80 lakh and year end balance was Rs.50 lakh.

f) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions of the loans taken by the company are not prima facie prejudicial to the interest of the Company.

g) The principal amounts are repayable on demand and there is no repayment schedule. The interest is payable on demand.

4) There are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to the purchases of inventories, fixed assets and sale of goods and services and we have not observed any continuing failure to correct the major weaknesses in such internal controls.

5) a) In our opinion and according to the information and explanation given to us, 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 explanation given to us, the transactions of purchase of goods and material and sale of goods, material and services made pursuant of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 have been made at a prices which are reasonable having regard to the prevailing market price at the relevant time.

6) The Company has not accepted any deposits under the provisions of section 58A and 58AA of the Act or any other relevant provisions of the Act and the rules framed there under.

7) In our opinion, the Company’s internal audit system is commensurate with its size and nature of its business.

8) The Central Government of India has not prescribed the maintenance of cost records under section 209(1)(d) of the Act for any products of the Company.

9) a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, except for dues in respect of advance income-tax, the Company is generally regular in depositing undisputed statutory dues including provident Fund, Employees State Insurance Dues, Investor Education and Protection Fund, Wealth Tax, Service Tax, Custom Duty, Excise duty, sales tax, Cess and other material statutory dues as applicable, with appropriate authorities. The extend of the arrears of statutory dues outstanding as at March 31, 2011 for a period of more than six months from the date of becoming payable.

Name of the Nature of dues Amount Period to which Statute (Rs. in amount relates lakh)

Income tax Advance income tax 78 First Quarter of. Act,1961 interest thereon 2 F. Y 15th June, 2010

Income tax Advance income tax 157 Second Quarter of. Act,1961 interest thereon 7 F.Y 2010-11 2010 date

Name of the Due Date Date of Statute payment

Income tax 15th June, 2010 Not paid till Act,1961 date

Income tax 15th September, Not paid till Act,1961 2010 date

b) According to the information and explanations given to us, there are no dues of sales tax, Income Tax, Service Tax, Custom Duty, Wealth Tax, Excise duty and Cess which have not been deposit on account of any dispute other than the following:

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

Central Sales Central Sales 1 2006-07 The West Tax Act, tax Bengal 1956 sales Tax Appellete & Revision Board

10) The Company has no accumulated losses as at March 31, 2011, and it has not incurred any cash loss during the current financial year and in the immediately preceding financial year.

11) In our opinion and according to information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institution or bank. There were no debentures issued during the year or outstanding at the beginning of the year.

12) The Company has not granted any loans or advances 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 or a nidhi/mutual benefit fund/society. Therefore, clause 4(xiii) of the Companies (Auditor’s report) Order, 2003 is not applicable to the Company.

14) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provision of clause 4(xiv) of the companies (Auditor’s report) Order, 2003 is not applicable to the Company.

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

16) In our opinion, the term loans have been applied for the purpose for which they were raised.

17) On the basis of review of utilization of funds which is based on overall examination of the balance sheet of the Company, related information as made available to us and as represented to us by the Management, we are of the opinion that no funds raised on short term basis have been used for long term investment during the year.

18) The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

19) According to the information and explanation given to us, during the period covered by our audit report, the Company has not issued any debentures and no debentures were outstanding at the end of the year. Therefore, the provisions of clause 4(xix) of companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

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

21) As per the information with us and explanation given to us and on the basis of examination of records, no material fraud on or by the Company was noticed or reported during the year.

For CHATURVEDI & SHAH Chartered Accountants Registration No. 101720W

Parag. D. Mehta Partner Membership No. 113904

Place: Mumbai Dated: 8th September, 2011

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Mar 31, 2010

1. We have audited the attached Balance Sheet of Birla Precision Technologies Limited (the "Company") as at 31st March, 2010, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (together the "Order"), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of The Companies Act, 1956 of India (the Act) 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 the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

4. Further to our comments in paragraph 3 above, we report that cost of finished goods and goods under process of Tools Division of the Company is determined by using retail method whereby the cost is computed by reducing from the sale value of the inventory, the global gross margin which is not as per Accounting Standard AS - 2 on "Valuation of Inventories" referred to in sub-section (3Q of Section 211 of the Act. The impact of this on the profit for the year is not quantifiable.

5. Subject to our comments in Para 4 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 those books;

(c) The Balance Sheet, Profit and 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 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 Act;

(e) On the basis of written representations received from the directors, as on 31st March, 2010 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of sub-section (I) of Section 274 of the Act;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give, in the prescribed manner, the information required by the Act, and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2010;

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

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

Annexure to Auditors Report

Referred to in paragraph 3 of the Auditors Report of even date to the members of Birla Precision Technologies Limited on the financial statements for the year ended 31st March, 2010.

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

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies between the book records and the physical inventory have been noticed.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year.

2. (a) The inventory (excluding stocks with third parties) has been physically verified by the Management during the year. In our opinion, the frequency of verification is reasonable. Inventories lying with outside parties have been confirmed by them at the close of the year.

(b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) 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 of inventory as compared to book records were not material.

3.(a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act.

(b) The Company has taken secured/unsecured loans, from a company covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year and the year-end balance of such loans aggregate Rs. 3,52,00,000 and Rs. 30,00,000 respectively.

(c) In our opinion, the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interests of the Company.

(d) In respect of the aforesaid loans, the Company is regular in repaying the principal amounts as stipulated and is also regular in payment of interest, where 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 for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, no major weakness have been noticed or reported.

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act 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 and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

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

8. The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (I) of Section 209 of the Act for any of the products of the Company.

9. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, except for dues in respect of advance income-tax, the Company is regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, wealth tax, service tax, customs duty, excise duty, sales tax, cess and other material statutory dues as applicable, with the appropriate authorities; The extent of the arrears of statutory dues outstanding as at 31st March, 2010, for a period of more than six months from the date they became payable are as follows:

Name of the Nature of dues Amount Period to which the statute (Rs.) amount relates

Income Tax Advance Income Tax 213,090 First Quarter of Act, 1961 Interest thereon 6,776 F.Y 2009-10

Income Tax Advance Income Tax 746,180 Second Quarter of Act, 1961 Interest thereon 33,2081 FY 2009-10



Name of the statute Due date Date of Payment

Income Tax 15th June, 2009 Not paid till date Act, 1961

Income Tax 15th September, 2009 Not paid till date Act, 1961

(b) According to the information and explanations given to us and the records of the Company examined by us, there were no disputed dues in respect of income tax, wealthhtax, service-tax, customs duty, excise duty and cess as at 31 * March, 2010. The particulars of sales tax which have not been deposited on account of a dispute, are as follows:

Name of the statute Nature of dues Amount (Rs.)

Central Sales Tax Act, 1956 Central Sales Tax 329,212

Central Sales Tax Act, 1956 Central Sales Tax 271,169

Central Sales Tax Act, 1956 Central Sales Tax 169,437

West Bengal Sales Tax, 1994 West Bengal Value Added Tax 1,798,009

West Bengal Sales Tax, 1994 West Bengal Value Added Tax 273,169

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

Central Sales Tax Act, 1956 2000-01 Tribunal

Central Sales Tax Act, 1956 2001-02 Tribunal

Central Sales Tax Act, 1956 2006-07 Tribunal

West Bengal Sales Tax, 1994 2000-01 Tribunal

West Bengal Sales Tax, 1994 2001-02 Tribunal



10. The Company has no accumulated losses as at 31 st March, 2010 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holder as at the balance sheet date.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

14. 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 banks or financial institutions during the year.

15. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

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

17. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

18. The Company has not issued any debentures during the year.

19. The Company has not raised any money by public issues during the year.

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

21. The other clauses, (iii)(b), (iii)(c), (iii)(d) and (xiii) of paragraph 4 of the Order, are not applicable in the case of the Company for the year, since in our opinion there is no matter which arises to be reported in the aforesaid Order.

For Dalai & Shah

Firm Registration Number: 102021W

Chartered Accountants

S. Venkatesh

Partner Place: Mumbai Membership Number 037942 Date :31st August, 2010