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Auditor Report of Container Corporation of India Ltd.

Mar 31, 2017

TO THE MEMBERS OF

CONTAINER CORPORATION OF INDIA LIMITED

Report on the Standalone Indian Accounting Standards (Ind AS) Financial Statements

We have audited the accompanying standalone Ind AS financial statements of CONTAINER CORPORATION OF INDIA LIMITED (“the Company”), which comprise the Balance Sheet as at 31 March, 2017, the Statement of Profit and Loss (including other comprehensive income), the Cash Flows Statement and the statement of changes in equity for the year then ended and a summary of the significant accounting policies and other explanatory information (herein after referred to as “Standalone Ind AS Financial Statements”).

Management’s Responsibility for the Standalone 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 and presentation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Act.

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 standalone Ind AS 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 Ind AS financial statements based on our audit. While conducting 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 of standalone 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 standalone 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 standalone Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone 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 standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. 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 standalone Ind AS 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 Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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, of the state of affairs of the Company as at 31 March 2017, its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Emphasis of Matter

1. We draw attention to the Note no. 53 to the standalone Ind AS financial statements of 31 March, 2017 which describe investment of Rs,54.60 Crore in equity of IGTPL, a joint venture in which the company hold 14.56% equity, whose net worth has been fully eroded i.e. IGTPL is having accumulated losses of Rs,608.46 crore (as per unaudited accounts of F.Y. 2016-17) in which the company''s share is Rs,88.59 crore, which exceeds the investment in the joint venture as on 31 March, 2017. Management has not recognized any impairment in the value of the assets, as in the opinion of the management, the expected present value of future cash flows exceeds the carrying amount of the asset.

Our opinion is not modified in respect of this matter.

2. We further draw attention to the Note no. 54 to the standalone Ind AS financial statements of 31 March, 2017, regarding non provision for diminution/impairment in the value of investment amounting to Rs,146.62 Crores in equity of M/s Fresh & Healthy Enterprises Limited (FHEL), a wholly owned subsidiary company, whose net worth has been fully eroded. Management has not recognized any impairment in the value of the assets, as in the opinion of the management, the expected present value of future cash flows exceeds the carrying amount of the asset.

Our opinion is not modified in respect of this matter.

Other Matters

The comparative financial information of the Company for the year ended 31 March, 2016 and the transition date opening balance sheet as at 01 April, 2015 included in these standalone Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (as amended) for the year ended 31 March, 2016 and 31 March, 2015 which were audited by other auditor, on which they have expressed an unmodified opinion dated 25 May, 2016 and 28 May, 2015, respectively. The adjustments to those financial statements for the differences in accounting principles adopted by the Company on transition to the Ind AS have been audited by us, on which we have expressed an unmodified opinion vide our report dated 25 May, 2017. Our opinion is not modified in respect of this matter.

We did not audit the financial statements/information of 8 regions included in the standalone Ind AS financial statements of the Company whose financial statements/financial information reflect total assets of Rs,2700.23 Crore as at 31 March, 2017 and total revenues of Rs,5417.78 Crores for the year ended on that date, as considered in the standalone Ind AS financial statements. The financial statements/information of these regions have been audited by the branch auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of these regions, is based solely on the report of such branch auditors. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of Sub-section (11) of section 143 of the Act, we give in the “Annexure A”, a statement on the matters specified in the paragraph 3 and 4 of the Order.

2. As required by Section 143(5) of the Act, we give in the “Annexure B”, a statement on the matters specified in the Directions issued by The Comptroller and Auditor General of India, and in our opinion, no action is required to be taken thereon and there is no impact on the accounts and financial statements of the Company.

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

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

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and proper returns adequate for the purpose of our audit have been received from the regions not visited by us.

(c) The reports on the accounts of regions of the company audited under section 143 (8) of the Act by branch auditors have been sent to us and have been dealt within preparing our report in the manner considered necessary by us.

(d) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and the statement of changes in equity dealt with by this Report are in agreement with the books of account and with the returns received from the regions not visited by us.

(e) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Act.

(f) On the basis of the written representations received from the directors as on 31 March 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2017 from being appointed as a director in terms of Section 164 (2) of the Act.

(g) 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 C”; and

(h) 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 standalone Ind AS financial statements-refer note no.-41 to the standalone Ind AS financial statements of 31 March 2017;

ii. the Company is not required to make any provision for any material foreseeable losses under any law or Indian Accounting Standard (Ind AS), on long term contracts. Also the Company is not dealing into derivatives contracts;

iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the company; and

iv. the Company has provided requisite disclosures in note no. 12 to the Ind AS financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November, 2016 to 30 December, 2016. Based on audit procedures and relying on the management representation, we report that the disclosures are in accordance with books of account maintained by the Company and as produced to us by the Management. However as stated in note no. 12, amount aggregating to SBN ''62,500/- have been received from transactions which are not permitted.

Referred to Paragraph 1 under the heading of “Report on Other Legal and Regulatory Requirements” of our report of even date

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

(b) The fixed assets have been physically verified by the management in a phased manner, designed to cover all the items over a period of three years, which in our opinion, is reasonable having regards to the size of the company and nature of its business. Pursuant to the programme, a portion of the fixed assets has been physically verified by the management during the year and no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company except for items mentioned below:

(Rs, in crores)

Details of Property

Net Amount

RO Premises at Egmore, Chennai

1.79

Staff Quarters at Chennai

1.14

Jangpura-Building

0.63

Jangpura-Land

0.44

Leasehold Land at Kadakola

19.38

Leasehold Land-MMLP, Vishakhapatnam

93.29

ii. The Company has carried out physical verification of inventory at reasonable intervals and no material discrepancy were noticed during such verification.

iii. The Company has granted unsecured loans to 2 wholly owned subsidiary companies i.e. M/s Fresh & Healthy Enterprises Limited (FHEL) and M/s CONCOR Air Limited.

(a) In our opinion and according to the information and explanations given to us, the terms and conditions of the grant of such loans are not prejudicial to the company''s interest;

(b) Payments of interest are regular in respect of CONCOR Air Limited. However no payment of interest has been received from FHEL since October, 2015. Payment of Principle is not yet due in both the cases.

(c) Interest amounting to Rs,12.76 Cr is overdue in relation to loan to FHEL for more than ninety days. According to the information and explanations given to us, the company is following up the recovery of overdue amount.

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 186 of the Act, with respect to the loans, investments, guarantees and security.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73,74,75 and 76 of the Companies Act, 2013 and Rules framed there under.

vi. As per the information and explanations given to us, the maintenance of cost records has not been prescribed by the Central Government under section 148(1) of the Companies Act, 2013 for services rendered by the company.

vii. (a) According to the information and explanations given to us and on the basis of our examination of the books of account of the company, except Property tax of Rs,0.26 Crores and Building Worker Cess of Rs,2.53 Crores is outstanding as on 31 March, 2017 for a period of more than six month from the date it became payable, amount deducted/accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Income Tax, Sales tax, Service Tax, Custom Duty, Value Added Tax, Cess and any other statutory dues have generally been regularly deposited during the year by the company with appropriate authorities.

(b) According to the information and explanations given to us, the following dues of Income tax and service tax have not been deposited by the company on account of disputes:

S.

No.

Name of Statue

Nature of dues

Forum where dispute is pending

Period to which amount relates

Amount

1.

Finance Act, 1994

Service Tax

CESTAT,

Bangalore

September 2002 to June 2008

1.48*

CCE (Appeals)

01.05.2003 to 16.07.2003

0.01

CCE

2004-05

0.11

CCE (Appeals)

January 2004-March 2004

0.02

CCE

2005-06

0.20

CESTAT

2007-08 to 2009-10

103.84

DGCEI

Oct. 2010 to Mar. 15

5.13

2.

Income Tax Act, 1961

Income Tax

Supreme Court

A.Y. 2003-04

5.30

A.Y. 2004-05

9.64

A.Y. 2005-06

11.99

A.Y. 2007-08

24.75

ITAT, Delhi

A.Y. 2006-07

98.54

A.Y. 2007-08

95.59

A.Y. 2008-09

2.67

A.Y. 2009-10

0.88

A.Y. 2010-11

121.08

A.Y. 2011-12

165.80

A.Y. 2012-13

24.37

A.Y. 2013-14

15.59

CIT (Appeals)

A.Y. 2014-15

134.59

3.

Jal Sansthan, Kanpur

Water Tax

Allahabad High Court

2000-01 to date

0.69

* one third share of the total disputed amount

viii. The Company has not defaulted in repayment of loans or borrowing to a financial institution, bank, Government or dues to debenture holders during the year.

ix. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.

x. According to the information and explanation given to us by the management and based on the audit procedures performed, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

xi. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

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

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the Ind AS financial statements as required by the applicable accounting standards.

xiv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

Referred to Paragraph 2 under the heading of “Report on Other Legal and Regulatory Requirements” of our report of even date

According to the information and explanations given to us we report as under:

S.

No.

Areas Examined

Observations/Findings

1.

Whether the company has clear title/lease deeds for freehold and leasehold land respectively? If not please state the area of freehold and leasehold land for which title/lease deeds are not available.

The Company has clear title/ lease deeds for freehold and leasehold properties respectively except 6 properties, where some of the compliances to establish clear title/execution of lease deed in favour of the company are pending. Out of these 6 properties, 2 cases pertain to allotment of land, one at Vishakhapatnam admeasuring 98 acres and another at Kadakola admeasuring 55.55 acres.

2.

Whether there are any cases of waiver/write off of debts/ loans/ interest etc. if yes, the reasons there for and amount involved.

Yes, there were waivers of terminal service charges amounting to Rs,38,07,403/- and warehousing charges amounting to Rs,8,30,960/during the F.Y. 2016-17. It is reported to be business practice being followed by the company. Further interest amounting to Rs,24,61,685/has been waived in relation to the loan to wholly owned subsidiary, due to reduction in interest rate as per the approval of competent authority.

Rs,1,12,085/- towards doubtful debts has been written off during the F.Y. 2016-17 as per the approval of competent authority.

There are refunds of terminal service charges amounting to Rs,5,84,83.061/- and warehousing charges amounting to Rs,3,57,300/during the year which are duly approved by competent authority.

3.

Whether proper records are maintained for inventories lying with third parties & assets received as gifts/grants from the Govt. or other authorities.

(a) There are no inventories lying with third parties.

(b) The company has not received any assets as gifts from Govt. or other authorities. Proper records have been maintained in case of grant received.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of CONTAINER CORPORATION OF INDIA LIMITED (“the Company”) as of 31 March 2017 in conjunction with our audit of the standalone Ind AS 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, 2013.

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 143(10) of the Companies Act, 2013, 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 (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being 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 31 March, 2017, 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.

For Arun K Agarwal & Associates

Chartered Accountants

(Firm''s Registration No. 003917N)

sd/-

Arun Kumar Agarwal

Place: New Delhi

Date: 25- May 2017 (Partner)

Membership. No. 082899


Mar 31, 2016

We have audited the accompanying standalone financial statements of CONTAINER CORPORATION OF INDIA 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 annexed thereto, in which are incorporated the accounts of eight regions for the year ended on that date audited by the respective branch auditors appointed by the Comptroller and Auditor General of India, relied upon by us and the accounts of Corporate Office, New Delhi audited by us.

Management 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 these 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 controls system over financial reporting and the operating effectiveness of such controls. An Audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanation 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 Profit and its Cash Flow for the year ended on the date.

Emphasis of Matter

We draw attention to the following matters in the notes to the financial statements:

A) Note 10 (A) II & Note no. 26.18 (g) which describes the Investment in the equity shares of subsidiary company Fresh & Healthy Enterprises Limited, has incurred net cash loss during the current year and previous year(s) and, said Company''s Current liabilities exceeded its current assets as on 31.03.2016. These conditions indicate the existence of material uncertainty that casts significant doubt about the company''s ability to continue as going concern. FHEL has accumulated losses of Rs.139.43 crore as on 31.03.2016 against the CONCOR''s investment of Rs.146. 62 crore. Management is making all possible efforts for revival and its confident of its turn-around.

B) Note no. 26.18 (f) Which describes investment of Rs.54.60 crore in India Gateway Terminal (P) Ltd., though CONCOR share (Rs.89.23 crore) of accumulates losses of Rs.612.88 crore (as per unaudited accounts of FY 2015-16) in IGTPL exceeds its investment ( Rs.54.60 crore) in the JV as on 31.03.2016. Management is making all possible efforts for revival and is confident of its turn-around

C) Note no. 26.26 The Company has identified a suspected fraud against it with regard to misappropriation of funds by its Officers of NWR Region during the year. The said case has been referred to investigating Agency and the matter is under investigation as on date. The amount involved in the said suspected fraud is Rs.1.83 crore.

Our opinion is not modified in these matters.

Other Matters

We did not audit the financial statements of eight regions included in the standalone financial statements of the Company. The financial statements of these regions have been audited by branch auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosure included in respect of these regions, is based solely on the report of such branch auditors.

Report on Other Legal and Regulatory Requirements

1. 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 sections 143 of the Act, we give in the "Annexure A" a statement on the matters specified in paragraph 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 explanation 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 and proper returns adequate for the purpose of our audit have been received from the branches not visited by us.

c. The reports on the accounts of the branch Offices of the Company audited under section 143 (8) of the Act by branch auditors have been sent to us and have been properly dealt with by us in preparing this report.

d. The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the book of account and with the returns received from the branches not visited by us.

e. In our opinion, the aforesaid standalone financial statement comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

f. 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.

g. 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".

h. 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 in note 26 (ii) (C) of financial statements as contingent liability of Rs.1297.98 crore.

ii) There are not any material foreseeable losses on long-term contacts, therefore company has not made any provisions, required under the applicable law or accounting standards.

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

3. As required by section 143 (5) of the Act and sub directions issued by C&AG under the same, we give in Annexure-C of our report on such matter.

"Annexure A: to the Independent Auditors'' Report

Referred to in paragraph 1 under the heading "Report on Other Legal & Regulatory requirements of our report of even date to the financial statement of the Company for the year ended March 31, 2016:

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

(b) The Fixed Assets have been physically verified by the management in a phased manner, 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 nature of its business. Pursuant to the program, a portion of the fixed asset has been physically verified by the management during the year and no material discrepancies between the books records and the physical fixed assets have been noticed.

(c) The title deeds of immovable properties are held in the name of the company except land in Gurgaon worth Rs.49,31,031 and buildings in Chennai worth Rs.330,00,000, sale/lease deeds are yet to be executed.

2. (a) The management has conducted the physical verification of inventory at reasonable intervals.

(b) The discrepancies noticed on physical verification of the inventory as compared to books records which has been properly dealt with in the books of account were not material.

3. The Company has granted the following unsecured loans to companies covered in the Register maintained under section 189 of the Act.

Working Capital loan given to its subsidiary company Fresh and Healthy Enterprises Ltd. Rs.31.45 crore. An Interest of Rs.10.56 crore is due for more than ninety days.

Long Term Loan given to its subsidiary company Concor Air Limited of Rs.125 Crore.

4. In our opinion and according to the information and explanation given to us, the company has compiled with the provisions of section 185 and 186 of the Companies Act, 2013 in respect to 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 regards to the deposits accepted from the public are not applicable.

6. As informed to us, the maintenance of Cost Records has not been specified by the Central Government under sub- section (1) of Section 148 of the Act, in respect of the activities carried on by the company.

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

(b) According to the information and explanation given to us, there are dues of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax outstanding on account of any dispute are given below:

Forum Where Description Nature of Dues Pending

Service Tax Dept. ICD-Ludhiana-Case Show cause Service Tax notice no-IV (16)/FAR/CCI/LDH- Finance Act 1994 III/176/04/265 Dated 27.04.2005

CCE Service tax demand for DDL/ Service Tax Ludhiana dated 20.04.2010 Finance Act 1994

CCE Excess credit utilized in provisional Service Tax (Appeals) return for the period of January Finance Act 1994 2004-March 2004

CCE Service tax demand for DDL/ Service Tax Ludhiana dated 21.10.2010 Finance Act 1994

Service Tax Dept. CERA SHOW CAUSE NOTICE- Service Tax DL/II/ST/R-XI/LAR/CONCOR Finance Act 1994 /73/2010 dated 18.10.2012

Service Tax Dept. Service Tax-CERA show cause Service Tax notice dated 06.10.2009 Finance Act 1994

DGCEI DGCEI show cause notice dated Service Tax 06.02.2015 Finance Act 1994

DGCEI DGCEI show cause notice dated Service Tax 13.04.2016 Finance Act 1994

CIT (Appeals) Regular Assessment Income Tax Act 1961

Appeals preferred by Appeal Income Tax Act Dept. 1961

CIT (Appeals) Reassessment Income Tax Act 1961

Forum Where Pending Amount Period (Rs. in crore)

Service Tax Dept. 0.01 01.05.2003 to 16.07.2003

CCE 0.11 2004-05

CCE (Appeals) 0.02 January 2004-March 2004

CCE 0.20 2005-06

Service Tax Dept. 103.84 2007-08 to 2009-10

Service Tax Dept. 191.77 2003-04 to 2006-07

DGCEI 497.63 Oct. 2012 to Sep 2014

DGCEI 5.13 Oct. 2010 to 2014-15

CIT (Appeals) 507.82 AY 2006-07 to 2013-14

Appeals preferred by Dept. 331.95 AY 2003-04 to 2010-11

CIT (Appeals) 100.14 AY 2007-08 to 2008-09

8. According to the information and explanations given to us and as per the books and records examined by us, the company does not have any dues payable to any financial institutions, banks and 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 term Loans. 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 The Company has identified a suspected fraud against it with regard to misappropriation of funds by its Officers of NWR Region during the year.

The said case has been referred to investigative Agency and the matter is under investigation as on date. The amount involved in the said suspected fraud is Rs.1.83 crore.

11. Based upon the audit procedures performed and the information and explanations given by the management, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of sections 197 read with Schedule V to the Companies Act;

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 clauses 3 (xiv) of the Order are not applicable to the Company and hence not commented upon.

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 clause 3 (xv) of the order not applicable to the company and hence not commented upon.

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 and hence not commented upon.

For Kumar Vijay Gupta & Co.

Chartered Accountants

FRN: 07814N

(CA Pawan Garg)

Place: New Delhi Partner

Date: 25th May, 2016 Membership No.: 097900


Mar 31, 2015

We have audited the accompanying Financial Statements of Container Corporation of India Limited ("the Company") which comprises the Balance Sheet as at 31 st March, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information annexed thereto, in which are incorporated the accounts of eight regions audited by respective branch auditors appointed by the Comptroller andAuditor General of India, relied upon by us and the accounts of Corporate Office, New Delhi audited by us.

Management's Responsibility forthe Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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 misstatements, whether due to fraud or error.

Auditor's Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of theAct 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 whetherthe 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 the material misstatement of the financial statements, whether due to error or fraud. In making those risk assessments, the auditor considers internal 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 forthe purpose of expressing an opinion on whether the Company has in place an adequate internal controls system over financial reporting and the operating effectiveness of such controls.An audit also includes evaluating the appropriateness of accounting policies used and 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 financial statements.

Opinion

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

i) In the case of balance sheet, of the state of affairs of the Company as at March 31,2015;

ii) In the case of statement of profit and loss, of the profit of the Company 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.

Emphasis of Matter

We draw attention to the following matters in the notes to the financial statements:

A) Note 6 (A) c and part xxvii of Notes to the financial statement which describes the Investment in the equity shares of subsidiary company Fresh & Healthy Enterprises Limited, has incurred net cash loss during the current year and previous year(s) and, said Company's current liabilities exceeded its current assets as on 31.03.2015. These conditions indicate the existence of material uncertainty that cast significant doubt about the company's ability to continue as going concern. FHEL has accumulated losses of Rs.114.36 crore as on 31.03.2015 against the CONCOR's investment of Rs.146.62 crore. No provision for diminution in value of investment is made.

B) Part f) of point no. xviii) of Notes to the financial statements which describes investment of Rs.54.60 crore in India Gateway Terminal (P) Ltd, No provision for diminution in value of investment is made.

Our opinion is not modified in these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ('the Order') issued by the Central Government of India in terms of sub- Section (11) of section 143 of the Act, we give in the Annexure -1 a statement on the matters specified in paragraphs 3 and 4 of the Order;

2. As required by section 143(3)oftheAct, 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 appears from our examination of those books;

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

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

e. On the basis of written representations received from the directors as on 31 March 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015, from being appointed as a director in terms of Section 164(2) of the Act.

f. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i) Company has disclosed the impact of pending litigations in note 16(ii)(C) of financial statements as contingent liability of Rs.1387.68 crore.

ii) There are not any material foreseeable losses, on long term contracts, therefore the Company has not made any provision, required under the applicable law or accounting standards.

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

3. As required by section 143(5) oftheAct and sub-direction under the same issued by C &AG, we give in Annexure - II our report on such matters.

Referred to in paragraph 1 of report on other legal and regulatory requirement's paragraph of our report on the financial statement for the year ended 31 st March 2015,

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

(b) As per the information and explanations given to us, fixed assets have been physically verified by the management during the year in a phased manner, which in our opinion is reasonable having regard to the size ofthe Company and the nature of its assets. The discrepancies noticed on such physical verification were not material and the same have been properly dealt with in the books of account.

(ii) (a) The inventories of the Company consisting of stores and spare parts have been physically verified by the management during the year.

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

(c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventories. As explained to us, the discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of account.

(iii) The company has granted the following loans, unsecured, to companies in the register maintained under section 189 of the Companies Act, 2013.

Working Capital Loan to Fresh and Healthy Enterprises Ltd.(FHEL) up to FY 2014-15

Total Amount Amount Balance Interest Interest Disbursed Converted repaid out Accrued Received Amount up into Equity by FHEL standing and due During FY to FY during during as on from FHEL 2014-15 2014-15 FY 2014-15 FY2014 31.03.15 uptoFY (Rs.) (Rs.) -15(Rs.) (Rs.) 2014-15 (Rs.) (Rs.)

Loan-1 28,14,32,750 28,14,32,750 - - 8,41, - 82,118

Loan-2 15,00,00,000 15,00,00,000 - - 1,48, - 79,589

Loan-3 36,18,34,633 26,85,67,250 - 9,32, - 2,26, 67,383 57,815

Loan-4 53,00,00,000 - 19,42, 33,57, - 2,19, 90,000 10,000 75,558

Total 1,32,32,67,383 70,00,00,000 19,42, 42,89, 9,90, 4,46, 90,000 77,383 61,707 33,373

Long Term Loan to ConcorAir Ltd. up to FY 2014-15

Total Disbursed Amount repaid Balance Interest due and Amount up to by ConcorAir outstanding received from FY2014-15(Rs.) Ltd during as on ConcorAir Ltd FY2014-15 31.03.15 upto FY2014-15 (Rs.) (Rs.) (Rs.)

Loan 125,00,00,000 - 125,00,00,000 11,63,75,007

Total 125,00,00,000 - 125,00,00,000 11,63,75,007

a) Out ofthe Loan given to wholly owned subsidiary Fresh and Healthy Enterprises Ltd an amount of Rs.70 crore was converted into equity during the year. Interest due over it of Rs.9,90,61,707/- is outstanding as on 31.03.2015.; and

b) Reasonable steps have been taken by the company for recovery ofthe principal & interest.

(iv) According to the information and explanations given to us, there seems to be adequate internal control systems commensurate with the size ofthe Company and the nature of its business forthe purchase of inventory and fixed assets and forthe sale of services. The activities ofthe Company does not involve sale of goods. Further, on the basis of our examination ofthe books and records ofthe 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 nor have been informed of any instance of a continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) The Company has not accepted any deposits from the public within the meaning of directives issued by the Reserve Bank of India and provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under.

(vi) As informed to us, the Central Government has not prescribed maintenance of cost records under section 148(1) of the CompaniesAct, 2013.

(vii) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of provident fund, employees'state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities. Further, the undisputed amounts outstanding at the year-end for a period of more than six months from the date they became payable are given below:

PROPERTYTAXOUTSTANDING AS ON 31.03.2015

S.No. Name of Region Amount (inRs.)

1. North Central Region 1,07,48,345/-

2. Central Region 4,22,940/-

3. Southern Region 4,54,08,386/-

4. South Central Region 19,69,491/-

5. Western Region 87,85,587/-

6. North West Region 2,54,861/-

7. Corporate Office 9,16,609/-

(b) According to the information and explanations given to us and as per the books and records examined by us, there are dues of Income Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax and Cess which have not been deposited on account of any dispute are given below:

Forum Description Natureof Amount Period Where the Dues (Rs. in pending crore)

CESTAT ICD-Ludhiana-Case Show cause notice no Service Tax 0.01 01.05.2003 -IV(16)/FAR/CCI/LDH-III/ FinanceAct to 176/04/265 1994 16.07.2003 dated 27.04.2005

CCE Excess credit utilized in Service Tax 0.02 January 2004- (Appeals) provisional return for FinanceAct March 2004 the period January 1994 2004-March 2004

CESTAT CERASHOW CAUSE NOTICE- Service Tax 103.84 2007-08to DL/II/ST/R-XI/LAR/CONCOR Finance Act 2009-10 /73/2010 dated 18.10.2012 1994



CIT Regular Assessment Income Tax 173.75 AY 2012-13 (Appeals) Act, 1961

CIT Regular Assessment Income Tax 70.02 AY 2011-12 (Appeals) Act, 1961

Total 347.64

(c) According to the information and explanation given to us the company has transferred an amount of Rs.1,02,399/-to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under within time.

(viii) The Company has neither accumulated losses as at the end of the financial year nor has incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(ix) According to the information and explanations given to us and as per the books and records examined by us, the company does not have any dues payable to any financial institutions, banks and debenture holders.

(x) The company has given guarantee/bonds for joint ventures & subsidiaries of Rs.167.57 crore, the terms and conditions whereof are not prejudicial to the interest of the company;

(xi) In our opinion and on the basis of information and explanations given to us, the company has not raised any term loan during the financial year, hence the related reporting requirement of the Order are not applicable.

(xii) 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, 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.

ReportAs per Sub-direction u/s 143(5) of the CompaniesAct 2013 of Container Corporation of India Ltd.

Sl. Directions Remarks No.

1. If the Company has been Not applicable selected to disinvestement, a complete status report in terms of valuation of Assets (including intangible assets and land) and Liabilities (including Committed &General Reserves) may be examined including the mode and present stage of disinvestment process.

2. Please report whether there Revenue collection from customers are any cases of waiver was found waived off on commercial /write off of debts/Loans consideration to the extent of interest.,if yes, Rs.37,04,857.50 the reasons there for and the amount involved.

3. Whether proper records are There are no such cases; hence not maintained for inventories applicable lying with third parties & assets received as gift from Govt. or other authorities.

4. A report on age-wise analysis Age-wise analysis of pending legal of pending legal/arbitration / arbitration cases: cases including the reasons of pendency and existence/ effectiveness of a monitoring mechanism for expenditure 1.Less than 1 year Rs.131,30,/5/28.00 on all legal cases (foreign and local) may be given. 1-3 Years Rs.613,62,35,459.05

Morethan3years Rs.289,72,08,665.92

2. Expenditure on legal cases is being governed as per Schedule of Prices (SOP) and Delegation of Powers (DOP) being issued from time to time. In view of this, we observed that there is adequate mechanism for monitoring of expenditure on all legal cases.

3. Legal cases are pending before different authorities in their ordinary course of judiciary proceedings.

For KUMAR VIJAY GUPTA & CO. Chartered Accountants FRN: 07814N

Sd/- (CA PAWAN GARG) Place: New Delhi Partner Date: 28th May, 2015 (M.No. 097900)


Mar 31, 2014

We have audited the accompanying financial statements of Container Corporation of India Limited (“the company”) which comprises of Balance Sheet as at 31st March, 2014, and Statement of Profit & Loss and also the Cash Flow Statement of the company for the year ended on that date and a summary of significant accounting policies and other explanatory information annexed thereto, in which are incorporated the accounts of eight regions audited by respective branch auditors appointed by the Comptroller and Auditor General of India, relied upon by us and the accounts of Corporate Office, New Delhi audited by us.

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 Accounting Standards referred to in sub section (3C) of Section 211 of Companies Act,1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 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 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 the management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with Significant Accounting Policies and Notes on Accounts, give the information required by the Companies Act,1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in Indiai. In the case of Balance Sheet, of the state of affairs of the company as at 31st March, 2014;

ii. In the case of Statement of Profit & 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.

Report on Other Legal and Regulatory Requirements

As require 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 Companies Act, 1956 we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the order. Independent Auditor's Report 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 accounts as required by law have been kept by the company, so far as appears from our examination of those books and proper returns adequate for the purpose of our audit have been received from the branch auditors in respect of regions not audited by us.

(c) The reports of the branch auditors on the account of regions audited by them have been received and considered by us in preparing this report after making such adjustments, as we considered necessary.

(d) The Balance sheet, Profit & Loss account and Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from regions audited by Branch Auditors.

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

(f) In terms of Department of Company Affairs GSR829 (E) dated 21st October 2003, Government Companies are exempt from applicability of provisions of Section 274(1) (g) of the Companies Act, 1956. (g) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 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.

For KUMAR VIJAY GUPTA & CO.

Chartered Accountants FRN: 007814N (CA PAWAN GARG)

Place : New Delhi Partner th Date : 27 May, 2014 (M.NO.: 097900)

ANNEXURE REFERRED TO IN PARAGRAPH 5.1 OF OUR REPORT OF EVEN DATE ON THE ACCOUNTS OF CONTAINER st CORPORATION OF INDIA LIMITED FOR THE YEAR ENDED 31 March 2014

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

(b) As per the information and explanations given to us, fixed assets have been physically verified by the management during theyear in phased manner, which in our opinion is reasonable having regards to the size of the company and nature of Fixed Asset. The discrepancies noticed on such physical verification were not material.

(c) The company has disposed/written off some of its fixed assets during the year. However, in our opinion this has not affected the going concern status of the company.

(ii) (a) The inventory of company consisting of stores and spare parts has been physically verified by the management on test check basis. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

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

(iii) (a) According to the information and explanation given to us, 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) Not applicable in view of Para (a) above.

(c) Not applicable in view of Para (a) above.

(d) Not applicable in view of Para (a) above.

(e) The company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(f) Not applicable in view of Para (a) above

(g) Not applicable in view of Para (a) above

(iv) In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of stores and spare parts, fixed assets and for rendering services. (v) (a) According to the information and explanations given to us, we are of the opinion that no contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956..

(b) Not applicable in view of Para (a) above.

(vi) The company has not accepted any deposits from public in the terms of Sections 58A and 58AA and other relevant provisions of the Companies Act, 1956.

(vii) In our opinion the company has an internal audit system commensurate with the size & nature of its business. (viii)As informed to us, the Central Government has not prescribed maintenance of cost records under Section 209 (1)

(d) of the Companies Act, 1956, in respect of the business of the company.

(ix) (a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it. According to the information and explanations given to us, undisputed amount payable in respect of outstanding statutory dues that were in arrears, as at 31/3/2014 for a period of more than six months from the date they became payable are given below:

Nature of the Statue Nature of the Dues Amount (` In Crore) Period to which the amount relates

NIL

The Eastern Region has accounted for Property Tax payable in respect of its assets at various locations amounting to ` 1200227.80 till 31 March, 2014 on actual basis, payment is made on bill raised by concerned authorities.

(b) According to the information and explanations given to us, there are dues of sales tax, income tax, custom duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute are given below: Forum where Nature of the Dues Amount Period to which dispute pending ( ` In Crore) the amount relates st th CESTAT Service Tax Finance Act 1994 0.01 01 May 2003 to 16 July 2003 CCE (Appeals) Service Tax Finance Act 1994 0.01 January 2004 to March 2004 Dist. Court Kanpur Water Tax- Jal Sansthan Kanpur 0.69 2000-01 to date HON. High Court of Allahabad Income Tax Act,1961 3.11 2007-08, 2008-09, 2009-10

Disputed but Deposited/ adjusted against Refunds:

Appeal before ITAT Income Tax Act, 1961 52.09 AY 2006-07 to 2009-10 Appeal before CIT (A) Income Tax Act, 1961 287.72 AY 2007-08, 2010-11 and 2011-12 SLP of Deptt. Before the HON. SC Income Tax Act, 1961 17.29 AY 2003-04 and 2005-06 Deptt. Appeal before ITAT Income Tax Act, 1961 304.09 AY 2004-05 and 2006-07 to 2009-10 (x) The company has neither accumulated losses as at the end of the financial year nor has incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) The company has not defaulted in the repayment of dues to any financial institutions or banks. The company has not issued any debentures during the year.

(xii) The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi/ mutual benefit fund/ society.

(xiv) In our opinion and according to information and explanation given to us, the company is not dealing in shares, securities, debentures and other investments. The investments in the shares of joint ventures and subsidiary company are held by the company in its own name and are not traded.

(xv) The company has given counter indemnity to banks in connection with loans raised by the joint venture company (Gateway st Terminal India Pvt. Ltd) including interest outstanding thereon. As at 31 March, 2014 the amount of such counter indemnity works out to ` 233.21 crores. In our opinion, the terms and conditions thereof are not prima-facie prejudicial to the interest of the company.

(xvi) The company has not taken any Term Loans during the year.

(xvii) As the company has not raised any funds on short term basis, this clause is not applicable.

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

(xix) The company has not issued any debentures during the year. (xx) As the company has not raised any money by public issue during the year, this clause is not applicable.

(xxi) As per the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For KUMAR VIJAY GUPTA & CO. Chartered Accountants

(FRN: 007814N) CA Pawan Garg

Place: New Delhi Partner th Dated: 27 May, 2014 M.No. 097900


Mar 31, 2013

1. We have audited the accompanying Financial Statements of Container Corporation of India Limited ("the company") which comprises of the Balance Sheet as at 31st March,2013, and the Statement of Profit & Loss and also the Cash Flow Statement of the company for the year ended on that date and summary of Significant Accounting policies and other explanatory information annexed thereto, in which are incorporated the accounts of six regions audited by respective branch auditors appointed by the Comptroller and Auditor General of India, relied upon by us and the accounts of Northern Region, North Central Region and Corporate Office, New Delhi audited by us.

2. 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 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. 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 the management, as well as evaluating the overall presentation of the financial statements.

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

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with Significant Accounting Policies and Notes on Accounts, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India-

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

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

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

5. Emphasis of Matter

Refer Foot Note no. 2 of NOTE 5 "Fixed Assets" - Sale/Lease Deeds in respect of Land & Buildings valuing Rs.102.94 Crore are yet to be executed in favour of the company. Our opinion is not qualified in respect of this matter.

6. Report on Other Legal and Regulatory Requirements

6.1 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.

6.2 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 accounts as required by law have been kept by the company so far as appears from our examination of those books and proper returns adequate for the purpose of our audit have been received from the branch auditors in respect of regions not audited by us;

c. The reports of the branch auditors on the accounts of regions audited by them have been received and considered by us in preparing this report after making such adjustments, as we considered necessary.

d. The Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account and with the returns received from regions audited by branch auditors.

e. In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report comply with Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

f. In terms of Department of Company Affairs GSR 829 (E) dated 21st October 2003, Government Companies are exempt from applicability of provisions of Section 274 (1) (g) of the Companies Act, 1956.

g. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A OF THE Companies Act, 1956 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 REFERRED TO IN PARAGRAPH 6.1 OF OUR REPORT OF EVEN DATE ON THE ACCOUNTS OF CONTAINER CORPORATION OF INDIA LIMITED FOR THE YEAR ENDED 31st MARCH, 2013.

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

(b) As per the information and explanations given to us, fixed assets have been physically verified by the management during the year in phased manner, which in our opinion, is reasonable having regards to the size of the company and nature of Fixed Asset. The discrepancies noticed on such verification were not material.

(c) The company has disposed/written off some of its fixed assets during the year. However, in our opinion this has not affected the going concern status of the company.

(ii) (a) The inventory of the company consisting of stores and spare parts has been physically verified by the management on test check basis. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are generally reasonable and adequate in relation to the size of the company and the nature of its business.

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

(iii) (a) According to the information and explanations given to us, 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 Companies Act, 1956.

(b) Not applicable in view of para (a) above.

(c) Not applicable in view of para (a) above.

(d) Not applicable in view of para (a) above.

(e) The company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(f) Not applicable in view of para (e) above.

(g) Not applicable in view of para (e) above.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to the purchase of stores and spare parts, fixed assets and for rendering services.

(v) (a) According to the information and explanations given to us, we are of the opinion that there are no contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956.

(b) Not applicable in view of para (a) above.

(vi) The company has not accepted any deposits from the public in terms of section 58A and 58AA and other relevant provisions of the Companies Act, 1956.

(vii) In our opinion, the company has an internal audit system, which is generally commensurate with the size and nature of its business.

(viii) As informed to us, the Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956, in respect of the business of the company.

(ix) (a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employee''s state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it. According to the information and explanations given to us, the undisputed amounts payable in respect of outstanding statutory dues that were in arrears, as at 31st March,2013 for a period of more than six months from the date they became payable are given below:

Name of the Statute Nature of the Dues Amnt. Period to which the (Rs.in Crore) amount Relates

Customs Act, 1962 Custom Duty 1.37 1997-98 Rs. 1.08 cr. (Auction) 2003-04 Rs. 29.58lac. (Northern Region)

Custom Act 1962 Custom Duty Auction(WR) 0.1 2006-07

Service Tax Service tax & Penalty 1.60 April 2004 to June 2008

(b) According to the information & explanations given to us, dues of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess that have not been deposited on account of any dispute are given below:

Forum where dispute pending Nature of the Dues Amt Period to which the (Rs. in Cr.) amount relates

CESTAT Service Tax 0.01 01st May 2003 to Finance Act 1994 16th July 2003

CCE(Appeals) Service Tax 0.01 January 2004 to Finance Act 1994 March 2004

Appellate authority VAT Penalty u/s 86(19) of DVAT 0.33 14th December 2005 Delhi

Appellate authority VAT Delhi Sales Tax (NR) 0.08 Year 2000-01 Delhi Sales tax act

Appellate authority VAT Delhi Delhi VAT Act 0.23 Year 2008-09

Dist. Court Kanpur Water Tax-Jal Sansthan 0.69 2000-01 to date Kanpur

Commissioner of Income Tax Income Tax Act, 1961 2.18 Years 2007-08, (Appeals), Ghaziabad 2008-09, 2009-10

Disputed but Deposited/ adjusted against Refunds:

Appeal before ITAT Income Tax Act 1961 74.13 AY 2006-07 to 2009-10

Appeal before CIT (A) Income Tax Act 1961 121.08 AY 2010-11

Appeal before CIT (A) Income Tax Act 1961 3.28 AY 2007-08

SLP of Deptt. Before the HON. SC Income Tax Act 1961 26.93 AY 2003-04 to 2005-06

Dept appeal Before the HON. ITAT Income Tax Act 1961 41.94 AY 2006-07 and 2007-08

Deptt. Appeal before ITAT Income Tax Act 1961 155.06 AY 2006-07 and 2007-08

Deptt. Appeal before ITAT Income Tax Act 1961 112.52 AY 2009-10

Deptt. Appeal before ITAT Income Tax Act 1961 0.81 AY 2004-05

(x) The company has neither accumulated losses as at the end of the financial year nor has incurred any cash losses during the financial year covered by our audit and also in the immediately preceding financial year.

(xi) The company has not defaulted in repayment of dues to financial institution or banks. The company has not issued any debentures.

(xii) The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society.

(xiv) In our opinion and according to the information and explanations given to us, the company is not dealing in shares, securities and other investments. The investments in the shares of joint ventures & subsidiary company are held by the company in its own name and are not traded.

(xv) The company has given counter indemnity to bank(s) in connection with loans raised by the joint venture company (Gateway Terminals India Pvt. Ltd.) including interest outstanding thereon. As at 31st March, 2013, the amount of such counter indemnity works out to Rs.316.72 crore. In our opinion, the terms and conditions thereof are not prima-facie prejudicial to the interests of the company.

(xvi) The company has not taken any term loans during the year.

(xvii) As the company has not raised any funds on short-term basis, this clause is not applicable.

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

(xix) The company has not issued any debentures during the year.

(xx) As the company has not raised money by public issues during the year, this clause is not applicable.

(xxi) As per the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For KUMAR CHOPRA & ASSOCIATES

Chartered Accountants( Firm Regn.No:000131N)

CA. Sunil Jain (Partner)

M. No.080990

Place: New Delhi

Date: 25 /05/2013


Mar 31, 2012

We have audited the attached Balance Sheet of Container Corporation of India Limited as at 31st March,2012, and the Statement of Profit & Loss and also the Cash Flow Statement of the company for the year ended on that date annexed thereto, in which are incorporated the accounts of six regions audited by respective branch auditors appointed by the Comptroller and Auditor General of India, relied upon by us and the accounts of Northern Region, North Central Region and Corporate Office, New Delhi audited by us. 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. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1) As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, and on the basis of such examination of the books and records of the Company as we considered appropriate and the information and explanations given during the course of audit and after considering the reports of branch auditors, we enclose in the Annexure a statement on the matters specified in Paragraphs 4 and 5 of the said Order.

2) Further to our comments in the Annexure referred to in paragraph 1 above, we report that:

Sale/Lease Deeds in respect of Land & Buildings valuing Rs. 1.45 Crore are yet to be executed in favour of the company (Foot Note no. 2 of NOTE 5: Fixed Assets)

3) We further 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 and proper returns adequate for the purpose of our audit have been received from the branch auditors in respect of the regions audited by them.

c) The reports of the branch auditors on the accounts of regions audited by them have been received and considered by us in preparing this report after making such adjustments, as we considered necessary.

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

e) In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report comply with Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

f) In terms of Department of Company Affairs GSR 829 (E) dated 21st October 2003, Government Companies are exempt from applicability of provisions of Section 274 (1) (g) of the Companies Act, 1956.

g) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, subject to our comments in paragraphs 2 above (no financial impact) read together with Significant Accounting Policies and Notes on Accounts, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India- i) in the case of Balance Sheet, of the state of affairs of the company as at 31st March, 2012;

ii) in the case of Profit & 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 REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE ON THE ACCOUNTS OF CONTAINER CORPORATION OF INDIA LIMITED FOR THE YEAR ENDED 31st MARCH, 2012.

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

(b) As per the information and explanations given to us, fixed assets have been physically verified by the management during the year in phased manner, which in our opinion, is reasonable having regards to the size of the company and nature of Fixed Asset. The discrepancies noticed on such verification were not material.

(c) The company has disposed/written off some of its fixed assets during the year. However, in our opinion this has not affected the going concern status of the company.

(ii) (a) The inventory of the company consisting of stores and spare parts has been physically verified by the management on test check basis. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are generally reasonable and adequate in relation to the size of the company and the nature of its business.

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

(iii) (a) According to the information and explanations given to us, 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 Companies Act, 1956. (b) Not applicable in view of para (a) above.

(c) Not applicable in view of para (a) above.

(d) Not applicable in view of para (a) above.

(e) The company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(f) Not applicable in view of para (e) above.

(g) Not applicable in view of para (e) above. (iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to the purchase of stores and spare parts, fixed assets and for rendering services. (v) (a) According to the information and explanations given to us, we are of the opinion that there are no contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956. (b) Not applicable in view of para (a) above. (vi) The company has not accepted any deposits from the public in terms of section 58A and 58AA and other relevant provisions of the Companies Act, 1956.

(vii) In our opinion, the company has an internal audit system, which is generally commensurate with the size and nature of its business.

(viii) As informed to us, the Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956, in respect of the business of the company. (ix) (a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employee’s state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it. According to the information and explanations given to us, the undisputed amounts payable in respect of outstanding statutory dues that were in arrears, as at 31st March, 2012 for a period of more than six months from the date they became payable are given below:

Name of the Statute Nature of the Dues Amnt. Period to which the (Rs. in Crore) amount Relates

Customs Act, 1962 Custom Duty (Auction) 1.37 1997-98 Rs. 1.08 cr. (Northern Region) 2003-04 Rs. 29.58lac. Customs Act, 1962 Custom Duty Auction (WR) 0.1 2006-07

Building & Other Workers Cess Under Building & Other 1.57 Upto 2011-12 Welfare Cess Act, 1996 Workers Welfare Cess Act, 1996

Service Tax Service tax & Penalty 1.60 April 2004 to June 2008

(b) According to the information & explanations given to us, dues of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess that have not been deposited on account of any dispute are given below:

Forum where dispute pending Nature of the Dues Amt (Rs.in Cr.) Period to which the amount relates

CESTAT Service Tax 0.01 01st May 2003 to Finance Act 1994 16th July 2003

CCE( Appeals) Service Tax 0.01 January 2004 to Finance Act 1994 March 2004

Sub –registrar Vadodora Additional Stamp Duty 0.20 2003-04

Appellate authority VAT Penalty u/s 86(19) of DVAT Delhi 0.33 14th Dec -ember 2005 Appellate authority VAT Delhi Sales Tax (NR) 0.01 Year 1997-98

Delhi Sales tax act

Appellate authority VAT Delhi Sales Tax (NR) 0.08 Year 2000-01

Delhi Sales tax act

Appellate authority VAT Delhi Delhi VAT Act 0.11 Year 2008-09

Dist. Court Kanpur Water Tax -Jal Sansthan Kanpur 0.69 2000-01 to date

Commissioner of Income tax Income Tax Act 1961 2.18 Years 2007 -08, 2008-09, (Appeals Ghaziabad) 2009-10

Municipal Authority Property Tax 11.78 Years 2001- 02 to 2010- 11

(x) The company has neither accumulated losses as at the end of the financial year nor has incurred any cash losses during the financial year covered by our audit and also in the immediately preceding financial year.

(xi) The company has not defaulted in repayment of dues to financial institution or banks. The company has not issued any debentures.

(xii) The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society.

(xiv) In our opinion and according to the information and explanations given to us, the company is not dealing in shares, securities and other investments. The investments in the shares of joint ventures & subsidiary company are held by the company in its own name and are not traded.

(xv) The company has given counter indemnity to the guarantor (a joint venture partner) in relation to the guarantor providing payment guarantees to the banks for loans raised by the joint venture company, to the extent of 26% (the shareholding of the company in joint venture) of the loan and interest outstanding. As at 31st March,2012, the amount of such counter indemnity works out to Rs. 106.30 Crore. In our opinion, the terms and conditions thereof are not prima-facie prejudicial to the interests of the company.

(xvi) The company has not taken any term loans during the year.

(xvii) As the company has not raised any funds on short-term basis, this clause is not applicable.

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

(xix) The company has not issued any debentures during the year.

(xx) As the company has not raised money by public issues during the year, this clause is not applicable.

(xxi) As per the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For KUMAR CHOPRA & ASSOCIATES Chartered Accountants Firm Regn.No:000131N

(CA. Sunil Jain) Place: New Delhi Partner

Date : 22 May, 2012 M. No. 080990


Mar 31, 2011

We have audited the attached Balance Sheet of Container Corporation of India Limited as at 31st March,2011, and the Profit & Loss Account and also the Cash Flow Statement of the company for the year ended on that date annexed thereto, in which are incorporated the accounts of six regions audited by respective branch auditors appointed by the Comptroller and Auditor General of India, relied upon by us and the accounts of Northern Region, North Central Region and Corporate Office, New Delhi audited by us. 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. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1) As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, and on the basis of such examination of the books and records of the Company as we considered appropriate and the information and explanations given during the course of audit and after considering the reports of branch auditors, we enclose in the Annexure a statement on the matters specified in Paragraphs 4 and 5 of the said Order.

2) Further to our comments in the Annexure referred to in paragraph 1 above, we report that:

Sale/Lease Deeds in respect of Land & Buildings valuing Rs. 1.45 Crore are yet to be executed in favour of the company (Note no. 2, Schedule 3).

3) We further 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 and proper returns adequate for the purpose of our audit have been received from the branch auditors in respect of the regions audited by them.

c) The reports of the branch auditors on the accounts of regions audited by them have been received and considered by us in preparing this report after making such adjustments, as we considered necessary.

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

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

f) In terms of Department of Company Affairs GSR 829 (E) dated 21st October 2003, Government Companies are exempt from applicability of provisions of Section 274 (1) (g) of the Companies Act, 1956.

g) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, subject to our comments in paragraphs 3 above (no financial impact) read together with Significant Accounting Policies and Notes on Accounts, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India- i) in the case of Balance Sheet, of the state of affairs of the company as at 31st March, 2011;

ii) in the case of Profit & 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 REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE ON THE ACCOUNTS OF CONTAINER CORPORATION OF INDIA LIMITED FOR THE YEAR ENDED 31st MARCH, 2011.

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

(b) As per the information and explanations given to us, fixed assets have been physically verified by the management during the year in phased manner, which in our opinion, is reasonable having regards to the size of the company and nature of Fixed Asset. The discrepancies noticed on such verification were not material.

(c) The company has disposed/written off some of its fixed assets during the year. However, in our opinion this has not affected the going concern status of the company.

(ii) (a) The inventory of the company consisting of stores and spare parts has been physically verified by the management on test check basis. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are generally reasonable and adequate in relation to the size of the company and the nature of its business.

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

(iii) (a) According to the information and explanations given to us, 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 Companies Act, 1956.

(b) Not applicable in view of para (a) above.

(c) Not applicable in view of para (a) above.

(d) Not applicable in view of para (a) above.

(e) The company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(f) Not applicable in view of para (e) above.

(g) Not applicable in view of para (e) above.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to the purchase of stores and spare parts, fixed assets and for rendering services.

(v) (a) According to the information and explanations given to us, we are of the opinion that there are no contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956.

(b) Not applicable in view of para (a) above.

(vi) The company has not accepted any deposits from the public in terms of section 58A and 58AA and other relevant provisions of the Companies Act, 1956.

(vii) In our opinion, the company has an internal audit system, which is generally commensurate with the size and nature of its business.

(viii) As informed to us, the Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956, in respect of the business of the company.

(ix) (a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employee's state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it. According to the information and explanations given to us, the undisputed amounts payable in respect of outstanding statutory dues that were in arrears, as at 31st March, 2011 for a period of more than six months from the date they became payable are given below:

Name of the Statute Nature of the Dues Amnt. Period to which the (Rs. in Crore) amount Relates

Customs Act, 1962 Custom Duty (Auction) 1.37 1997-98 Rs. 1.08 cr. (Northern Region) 2003-04 Rs. 29.58lac.

Employees provident PF on contractors 0.05 2009-10 fund Act payments (NWR)

Building & Other Workers Cess under Building & Other Workers 0.97 UPTO 2010-11 Welfare Cess Act, 1996 Welfare Cess Act, 1996

Madhya Pradesh Property Tax 0.06 2005-06 to 2009-10 Municipal Corporation Act 1961

(B) According to the information & explanations given to us, dues of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess that have not been deposited on account of any dispute are given below:

Forum where dispute pending Nature of the Dues Amt (Rs. in Cr.) Period to which the amount relates

CESTAT Service Tax 0.01 01st May 2003 to

Finance Act 1994 16th July 2003

CCE( Appeals) Service Tax 0.01 January 2004 to Finance Act 1994 March 2004

Sub –registrar Vadodora Additional Stamp Duty 0.20 2003-04

Appellate authority VAT Penalty u/s 86(19) of DVAT Delhi 0.33 14th December 2005

Appellate authority VAT Delhi Sales Tax (NR) 0.01 Year 1997-98

Delhi Sales tax act

Appellate authority VAT Delhi Sales Tax (NR) 0.08 Year 2000-01

Delhi Sales tax act

Appellate authority VAT Delhi Delhi VAT Act 0.11 Year 2008-09

Municipal Corp Ludhiana Octeroi under local taxes 0.16 2007-08

Appellate authority Service Tax 0.13 2007-08

Service tax Ludhiana Finance Act 1994

Dist. Court Kanpur Water Tax-Jal Sansthan Kanpur 0.69 2000-01 to date

(x) The company has neither accumulated losses as at the end of the financial year nor has incurred any cash losses during the financial year covered by our audit and also in the immediately preceding financial year.

(xi) The company has not defaulted in repayment of dues to financial institution or banks. The company has not issued any debentures.

(xii) The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society.

(xiv) In our opinion and according to the information and explanations given to us, the company is not dealing in shares, securities and other investments. The investments in the shares of joint ventures & subsidiary company are held by the company in its own name and are not traded.

(xv) The company has given counter indemnity to the guarantor (a joint venture partner) in relation to the guarantor providing payment guarantees to the banks for loans raised by the joint venture company, to the extent of 26% (the shareholding of the company in joint venture) of the loan and interest outstanding. As at 31st March,2011, the amount of such counter indemnity works out to Rs. 126.32 Crore. In our opinion, the terms and conditions thereof are not prima-facie prejudicial to the interests of the company.

(xvi) The company has not taken any term loans during the year.

(xvii) As the company has not raised any funds on short-term basis, this clause is not applicable.

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

(xix) The company has not issued any debentures during the year.

(xx) As the company has not raised money by public issues during the year, this clause is not applicable.

(xxi) As per the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year. For KUMAR CHOPRA & ASSOCIATES Chartered Accountants Firm Regn.No:000131N

(CA. R. K. Aggarwal) Place: New Delhi Partner

Date: 21.07.2011 M. No. 081510


Mar 31, 2010

We have audited the attached Balance Sheet of Container Corporation of India Limited as at 31st March,2010, and the Profit & Loss Account and also the Cash Flow Statement of the company for the year ended on that date annexed thereto, in which are incorporated the accounts of six regions audited by respective branch auditors appointed by the Comptroller and Auditor General of India, relied upon by us and the accounts of Northern Region, North Central Region and Corporate Office, New Delhi audited by us. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on ouraudit.

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

1) As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, and on the basis of such examination of the books and records of the Company as we considered appropriate and the information and explanations given during the course of audit and after considering the reports of branch auditors, we enclose in the Annexure a statement on the matters specified in Paragraphs 4 and 5 of the said Order.

2) Attention is drawn to Note Nos. 2(d) and 5 of Schedule 11. The company has made provision for Income Tax for the year after considering tax deduction of Rs. 25.93 crores in respect of new Inland Container Depots (Inland Ports). In earlier years the same has not been allowed by the tax authorities and the COD instead of giving permission to pursue the appeal before the Honble High Court has advised the company and Income tax department to resolve the matter administratively and revert back to it if this mechanism fails.

3) Further to our comments in the Annexure referred toin paragraph 1 above, we report that:

i) Sale/Lease Deeds in respect of Land & Buildings valuing Rs. 1.45 Crore are yet to be executed in favour of the company (Note no. 2, Schedule 3).

ii) Balances of Sundry Debtors, Loans & Advances, Deposits, Sundry Creditors (including Indian Railways) have not been confirmed/reconciled. (Note no. 13, Schedule 11).

iii) We are unable to comment on the shortfall, if any, in the value of non-moving stock of stores & spare parts. (Note no.21, Schedule 11).

4) We further 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 ouraudit.

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 and proper returns adequate for the purpose of our audit have been received from the branch auditors in respect of the regions audited by them.

c) The reports of the branch auditors on the accounts of regions audited by them have been received and considered by us in preparing this report after making such adjustments, as we considered necessary.

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

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

f) In terms of Department of Company Affairs GSR 829 (E) dated 21st October2003, Government Companies are exempt from applicability of provisions of Section 274 (1) (g) of the Companies Act, 1956.

g) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, (subject to our comments in paragraphs 3 (i) above(no financial impact) and the observations made in paragraphs 3 (ii) and (iii) above, the financial impact of which could not be determined), read together with Significant Accounting Policies and Notes on Accounts, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India-

i) inthecaseof BalanceSheet, of the state of affairs of the company as at31st March, 2010;

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE ON THE ACCOUNTS OF CONTAINER CORPORATION OF INDIA LIMITED FOR THE YEAR ENDED 31st MARCH, 2010.

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

(b) As per the information and explanations given to us, fixed assets have been physically verified by the management during the year in phased manner, which in our opinion, is reasonable having regards to the size of the company and nature of Fixed Asset. The discrepancies noticed on such verification were not material.

(c) The company has disposed/written off some of its fixed assets during the year. However, in our opinion this has not affected the going concern status of the company.

(ii) (a) The inventory of the company consisting of stores and spare parts has been physically verified by the management on test check basis. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are generally reasonable and adequate in relation to the size of the company and the nature of its business.

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

(iii) (a) According to the information and explanations given to us, 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 Companies Act, 1956.

(b) Not applicable in view of para (a) above.

(c) Not applicable in view of para (a) above.

(d) Not applicable in view of para (a) above.

(e) The company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained undersection 301 of the Companies Act, 1956.

(f) Not applicable in view of para (e) above.

(g) Not applicable in view of para (e) above.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to the purchase of stores and spare parts, fixed assets and forrendering services.

(v) (a) According to the information and explanations given to us, we are of the opinion that there are no contracts or arrangements that need to be entered into the register maintained undersection 301 of the Companies Act, 1956.

(b) Not applicable in view of para (a) above.

(vi) The company has not accepted any deposits from the public in terms of section 58A and 58AA and other relevant provisions of the Companies Act, 1956.

(vii) In our opinion, the company has an internal audit system, which is generally commensurate with the size and nature of its business.

(viii)As informed to us, the Central Government has not prescribed maintenance of cost records undersection 209 (1) (d) of the Companies Act, 1956, in respect of the business of the company.

(ix) (a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it. According to the information and explanations given to us, the undisputed amounts payable in respect of outstanding statutory dues that were in arrears, as at 31st March,2010 for a period of more than six months from the date they became payable are given below:

Name of the Statute Nature of the Dues Amnt. Period to which the (Rs. in Crore) amount Relates

Customs Act, 1962 Custom Duty (Northern Region) 0.90 Upto 2000-01

Customs Act, 1962 Custom Duty (Auction) 1.37 1997-98 Rs.1.08 cr. (Northern Region) 2003-04 Rs.29.58lac.

Employees provident PF on contractors payments 0.05 2009-10 fund Act (NWR)

Building & Other Workers Cess under Building & 0.42 2008-09 Welfare Cess Act, 1996 Other Workers Welfare Act, 1996

In addition the company has made provision for property tax payable in respect of its assets at various locations amounting to Rs. 12.31 Crore upto 31st March,2010, on estimated basis, pending commencement / completion of assessments by the appropriate authorities.

(b) According to the information & explanations given to us, dues of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess that have not been deposited on account of any dispute are given below:

Forum where Nature of the Dues Amnt. Period to which the dispute pending (Rs. in Crore) amount Relates

CESTAT Service Tax 0.01 01st May 2003 to Finance Act 1994 16th July 2003

CCE( Appeals) Service Tax 0.01 January 2004 to Finance Act 1994 March 2004

Sub -registrar Vadodora Additional Stamp Duty 0.20 2003-04

Appellate authority VAT Penalty u/s 86(19) 0.33 14th December 2005 of DVAT Delhi

Appellate authority Sales Tax (NR) 0.01 Year 1997-98 VAT Delhi Delhi Sales tax act

Appellate authority Sales Tax (NR) 0.08 Year 2000-01 VAT Delhi Delhi Sales tax act

Municipal Corp Ludhiana Octeroi under local taxes0.16 2007-08

Appellate authority Service Service Tax 0.13 2007-08 tax Ludhiana Finance Act 1994

High Court Sales Tax (SR) 0.42 Year 2000-01 under sales tax act Dist. Court Kanpur Water Tax-Jal 0.69 2000-01 to date Sansthan Kanpur

(x) The company has neither accumulated losses as at the end of the financial year nor has incurred any cash losses during the financial year covered by our audit and also in the immediately preceding financial year.

(xi) The company has not defaulted in repayment of dues to financial institution or banks. The company has not issued any debentures.

(xii) The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and othersecurities.

(xiii) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society.

(xiv)In our opinion and according to the information and explanations given to us, the company is not dealing in shares, securities and other investments. The investments in the shares of joint ventures & subsidiary company are held by the company in its own name and are not traded. However, letterof allotment/Share Certificates in one joint venture Company costing Rs. 0.05 Crore are not available with the company (Note to Schedule 4).

(xv)The company has given counter indemnity to the guarantor (a joint venture partner) in relation to the guarantor providing payment guarantees to the banks for loans raised by the joint venture company, to the extent of 26% (the shareholding of the company in joint venture) of the loan and interest outstanding. As at 31st March,2010, the amount of such counter indemnity works out toRs. 167.92 Crore. In our opinion, the terms and conditions thereof are not prima-facie prejudicial to the interests of the company.

(xvi)The company has not taken any term loans during the year.

(xvii)As the company has not raised any funds on short-term basis, this clause is not applicable.

(xviii)The company has not made any preferential allotment of shares to parties or companies covered in the register maintained undersection 301 of the Companies Act, 1956.

(xix) The company has not issued any debentures during the year.

(xx) As the company has not raised money by public issues during the year, this clause is not applicable.

(xxi) As per the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For KUMAR CHOPRA & ASSOCIATES.

Chartered Accountants FRN: 000131N

Place: New Delhi (SUNIL JAIN)

Date : 19 July, 2010 Partner

M. No. 080990

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