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Auditor Report of Disa India Ltd.

Mar 31, 2017

Independent Auditors’ Report to the members of Disa India Ltd.

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of DISA INDIA LIMITED (“the Company"), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the 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 prescribed 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

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

In 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 hereunder.

We conducted our audit of the standalone 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 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 financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone 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 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 financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2017, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

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

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

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards prescribed under section 133 of the Act.

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

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

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, 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 financial statements.

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

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

iv. The Company has provided requisite disclosures in the standalone financial statements as regards its holding and dealings in Specified Bank Notes as defined in the Notification S.O. 3407(E) dated the November 8, 2016 of the Ministry of Finance, during the period from November 8, 2016 to December 30, 2016. Based on audit procedures performed and the representations provided to us by the management we report that the disclosures are in accordance with the books of account maintained by the Company and as produced to us by the Management.

2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.

Report on the Internal Financial Controls Over Financial Reporting 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 DISA INDIA LIMITED (“the Company") as of March 31, 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (“ Guidance note") 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 Act.

Auditor’s 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 issued by the ICAI and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. 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, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 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.

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

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

(c) According to the information and explanations given to us and the records examined by us the immovable properties of land and buildings whose title deeds have been pledged as security for loans are held in the name of the Company based on the confirmation received from lender.

(ii) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verification.

(iii) According to the information and explanations given to us, the Company has granted loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013, in respect of which:

(a) The terms and conditions of the grant of such loans are, in our opinion, prima facie, not prejudicial to the Company’s interest.

(b) The schedule of repayment of principle and payment of interest has been stipulated and repayment or receipt of principle amounts and interest have been regular as per stipulations.

(c) There is no overdue amount remaining outstanding as at the year-end.

(c) Details of dues of Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, and Value Added Tax which have not been deposited as on March 31, 2017 on account of disputes are given below:

Name of Statute

Nature of Dues

Forum where Dispute is Pending

Period to which the Amount Relates

Amount Involved (Rs. Lakhs)*

Central Excise Act, 1944

Central Excise

CESTAT

2009-2011

1.20

Central Excise Act, 1944

Central Excise

Commissioner (Appeal)

2014-2015

2015-16

7.57

4.31

Karnataka Value Added Tax Act, 2003

Value added tax

Joint Commissioner (Appeal)

2010-2011

0.52

Central sales Tax Act, 1956

Central sales Tax

Joint Commissioner (Appeal)

2007-2008

2008-2009

2009-2010

2010-2011

2013-2014

2014-2015

5.30

9.16

17.26

19.46

281.30

Central sales Tax Act, 1956

Central sales Tax

Karnataka Appellate Tribunal

2012-2013

41.53

Central Excise Act, 1944

Service tax

Joint Commissioner (Appeal)

2009-2010

5.23

Karnataka Tax on Entry of Goods Act, 1974

Entry tax

Karnataka Appellate Tribunal

2012-2013

1.08

* Net of Rs. 255.82 Lakhs paid under protest.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

(v) According to the information and explanations given to us, the Company has not accepted any deposit during the year.

(vi) The maintenance of cost records has been specified by the Central Government under section 148(1) of the Companies Act, 2013. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended prescribed by the Central Government under subsection (1) of Section 148 of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has been regular in depositing undisputed statutory dues, including Provident Fund, Employees’ State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and other material statutory dues applicable to it to the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and other material statutory dues in arrears as at March 31, 2017 for a period of more than six months from the date they became payable.

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to banks. The Company has not taken any loan from government, financial institutions and has not issued any debenture holders.

(ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the CARO 2016 Order is not applicable.

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

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

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the order is not applicable.

(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding, subsidiary, associate Company or persons connected with him and hence provisions of section 192 of the Companies Act, 2013 are not applicable.

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

For Deloitte Haskins & Sells

Chartered Accountants

(Firm Registration No. 008072S)

S. Sundaresan

Bangalore, May 25, 2017 Partner

SS/JKS/NPR/2017 (Membership No.25776)


Mar 31, 2015

Report on the Financial Statements

We have audited the accompanying financial statements of DISA INDIA LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the period January 1, 2014 to March 31, 2015, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act")( which continue to be applicable in respect of Section 133 of The Companies Act, 2013 in terms of General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

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

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

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

Opinion

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

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

(b) in the case of the Statement of Profit and Loss, of the profit of the Company for the period January 1, 2014 to March 31, 2015; and

(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the period January 1, 2014 to March 31, 2015.

Other Matters

The Ministry of corporate affairs had on April 1, 2014, vide its general circular No. 07/2014, dissemination of Information with regards to the provisions of the Companies Act, 2013 as notified till date vis a vis corresponding provisions of the Companies Act,1956, identified such sections of the Companies Act, 1956 that would cease/ continue to have effect from April 1, 2014. Accordingly, in terms of the aforesaid circular, our reporting in respect of section 227(3)(f) of the Companies Act, 1956, and clauses (iii), (v)(a) and (b), (vi), (viii), (xiv), (xviii) of the Companies (Auditor's Report) Order, 2003 (dealing with sections 49, 58A, 58AA, 209(1)(d) and 301 of the Companies Act, 1956) is only for the period beginning from i.e. January 1, 2014 till March 31, 2014 since as per the aforementioned MCA circular these sections have ceased to have effect from April 1, 2014.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2003 ("the Order") issued by the Central Government in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order for the period ended March 31, 2015, to the extent the same are applicable to the Company.

2. As required under provisions of 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 purposes of our audit.

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

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

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards notified under the Act (which continue to applicable in respect of Section 133 of The Companies Act, 2013 in terms of general circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs).

(e) Since the provisions of Section 274(1) (g) of the Act are not in effect from April 1, 2014, the reporting requirement under section 227(3) (f) of the Act is not applicable as of the balance sheet date.

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

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

Having regard to the nature of the Company's business/activities/results during the year, clauses (vi), (xii), (xiii), (xiv), (xvi), (xix) and (xx) of paragraph 4 of the Order are not applicable to the Company.

(i) In respect of its fixed assets :

(a) The Company has maintained records showing most of the particulars however, in case of certain assets quantitative details and situation of the fixed assets needs to be updated.

(b) Patterns, tools, jigs and fixtures, vehicles and office equipments were physically verified during the year by the Management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the period, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(ii) In respect of its inventories:

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

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

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iii) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, during the period the said Section was applicable.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternate sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and for sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

(v) In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, during the period the said Section was applicable, to the best of our knowledge and belief and according to the information and explanation given to us:

(a) The particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

(b) In our opinion and having regard to our comments in paragraph 4 above, with regard to purchase of certain items for which comparative quotes are not available, transactions made in pursuance of such contracts or arrangements, in excess of Rs.5 lakhs in respect of any party, have been made at prices which are prima facie, reasonable having regard to the prevailing market prices at the relevant times.

(vi) In our opinion, the internal audit functions carried out during the period by a firm of Chartered Accountants appointed by the Management has been commensurate with the size of the Company and the nature of its business.

(vii) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 during the period the said section was applicable prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(viii) According to the information and explanations given to us in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amount payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales tax, Wealth tax, Service Tax, Custom Duty, Excise duty, Cess and other material statutory dues in arrears as at March 31, 2015 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty and Cess which have not been deposited as on March 31, 2015 on account of disputes are given below:

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

The Central Central excise Assistant Excise Act, 1944 Commissioner of Central Excise

Karnataka Value Value added tax Joint Commissioner Added Tax Act, (Appeals) 2003

Central Sale Tax Central sales tax Joint Commissioner Act, 1956 (Appeals)

Central Excise Service tax The Commissioner of Act, 1944 Central Excise (Appeals)

Karnataka Value Value added tax Joint Commissioner of Added Tax 2003 Commercial Taxes

Central Sales Tax Central sales tax Joint Commissioner Act, 1956 (Appeals)

Karnataka Tax on Entry tax Joint Commissioner of Entry of Goods Commercial Taxes (Appeals) Act, 1974

Central Sales Tax Central sales tax Deputy Commissioner of Act, 1956 Commercial taxes

Name of the Period to which Amount Involved Statute the amount relates (Rs. Lakhs)

The Central 2009 - 2010 and 1.20 Excise Act, 1944 2010-2011 Karnataka Value 2008-2009 9.15 Added Tax Act, 2010-2011 0.52 2003 2012-2013 0.34

Central Sale Tax 2010-2011 19.45 Act, 1956

Central Excise 2009-2010 5.03 Act, 1944

Karnataka Value 2007-2008 5.30 Added Tax 2003

Central Sales Tax 2012-2013 38.08 Act, 1956 Karnataka Tax on 2012-2013 5.64 Entry of Goods Act, 1974

Central Sales Tax 2013-2014 783.96 Act, 1956

(ix) The Company does not have accumulated losses at the end of the financial year and the Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial period.

(x) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks, financial institutions and has not issued any debentures.

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

(xii) In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis, have, prima facie, not been used during the period for long-term investment.

(xiii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the period the relevant Section was applicable.

(xiv) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

for Deloitte Haskins & Sells Chartered Accountants (Firm Registration No. 008072S)

S. Sundaresan Bangalore, May 28, 2015 Partner SS/MNB/JKS/SA/2015 (Membership No.25776)


Dec 31, 2013

We have audited the accompanying financial statements of DISA India Limited ("the Company"), which comprise the Balance Sheet as at December 31, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the

information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government in terms of Section 227I4A) of the Act, we give in the Annexure a statement on the " matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Act (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs).

(e) On the basis of the written representations received from the directors as on December 31, 2013 taken on record by the Board of Directors, none of the directors is disqualified as on December 31, 2013 from being appointed as a director in terms of Section 274(1)^) of the Act.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

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

Having regard to the nature of the Company''s business/activities/results during the year is such that clause iii(b) to (d), iii(f) and (g), vi, xii, xiii, xiv, xvi, xix and xx of paragraph 4 of the order are not applicable to the Company.

1. In respect of its fixed assets :

(a) The Company has maintained proper records showing most of the particulars however, in case of certain assets quantitative details and situation of fixed assets needs to be updated.

(b) Computers and Plant and machinery were physically verified during the year by the Management and no material discrepancies were noticed on such verification. In our opinion, having regard to the size of the Company and the nature of its fixed assets, the frequency of verification needs improvement.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

2. In respect of its inventories:

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

(b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventories followed by the Management needs some improvement in respect of maintenance of documentation of verification in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

3. The Company has neither granted nor taken any loan, secured or unsecured, to / from companies, firm or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

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

(a) The particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

(b) In our opinion and having regard to our comments in paragraph 4 above, with regard to purchase of certain items for which comparative quotes are not available, transactions made in pursuance of such contracts or arrangements, in excess of Rs.5 lakhs in respect of any party, have been made at prices which are prima fade, reasonable having regard to the prevailing market prices at the relevant times.

6. In our opinion, the internal audit function carried out during the year by a firm of Chartered Accountants appointed by the Management has been commensurate with the size of the Company and the nature of its business.

7. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(i)(d) of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

8. According to the information and explanations given to us in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed dues, including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income- Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues in arrears as at December 31, 2013 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited as on December 31, 2013 on account of disputes are given below:

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

The Central Excise Act 1944 Central excise Assistant 2009 - 2010 and 1.20 Commissioner 2010-2011 of Central Excise

Karnataka Value Added Tax Value added tax Joint Commissioner 2008-2009 9.15 Act 2003 (Appeals)

Karnataka Value Added Tax Value added tax Joint Commissioner 2010-2011 0.52 Act 2003 (Appeals)

Central Sale Tax Act 1956 Central sales tax Joint Commissioner 2010-2011 19.45 (Appeals)

Employees Provident Fund and Provident Fund Regional PF Commissioner 1996-2013 2.13 Miscellaneous Provisions Act, 1952

9. The Company does not have any accumulated losses and it has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

10. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to financial institutions, banks and has not issued any debenture.

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

12. In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have, prima facie, not been used during the year for long-term investment.

13. According to the information’s and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Act.

14. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

for Deloitte Haskins & Sells

Chartered Accountants

(Firm Registration No. 008072S)

S. Sundaresan

Bangalore, February 26, 2014 Partner

SS/MNB/JKS/2014 Membership N0.25776


Dec 31, 2012

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

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.

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

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

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

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

iii. 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;

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

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

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

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

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

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

I. The Company has maintained proper records showing full particulars including Quantitative details and situation of fixed assets. The Management at reasonable intervals has physically verified these Fixed Assets and no material discrepancies were noticed on such verification.

II. The physical verification of inventory has been conducted at reasonable intervals by the Management. The procedures for physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the company and the nature of its business. The Company is maintaining proper records of inventory and any discrepancies noticed on physical verification are being properly dealt in the books of accounts.

III. The Company has neither granted nor taken any loans, secured or unsecured to or from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956.

IV. The Company has adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of inventory, fixed assets and also for the sale of goods. There are no major weaknesses in the internal control to be corrected.

V. The Company has not entered into any transaction as seen from the register maintained in pursuance of Section 301 of the Companies Act 1956 with the exception of related party transactions with the group companies where the transactions purchases/sales are at reasonable rates as per the information given to us.

VI. The Company has not accepted deposits from the public and the provisions of Section 58A and 58AA of the Companies Act 1956, rules framed there under and other relevant directives issued by the Reserve Bank of India are not applicable to the Company.

VII. The Company has appointed a firm of Auditors to carry out the Internal Audit. The Internal Audit is commensurate with its size of the Company and nature of its business.

VIII. The Central Government has prescribed the maintenance of cost records under Section 209(1)^) of the Act in respect of products manufactured by the Company for each of the financial year commencing on or after the 1 April 2011. We have broadly reviewed the books of accounts maintained by the Company and are of the opinion that prima facie, the prescribed records and accounts have been made and maintained.

IX. The Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee''s State Insurance, Income tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess with the appropriate authorities. According to the information and explanation given to us there are no undisputed statutory dues outstanding at the year end, for the period exceeding six months from the date they became payable.

According to the information and explanation given to us, the following are the particulars of disputed statutory dues which have not been deposited as at 31st December 2012.

Name of the Statute Nature of the Dues Amount (Rs)

The Central Sales Tax Act 1956 CST 18,31,511 and KVAT Act 2003

The Central Excise Act, 1944 Excise Duty 2,42,338

The Finance Act 1994 Service Tax 7,604 (Service Tax)

The Finance Act 1994 Service Tax 10,05,739 (Service Tax)

Finance Act 1994 Education Cess on 12,378 (Service Tax) Service Tax

The Central Excise Act, 1944 Excise Duty 5,788

Name of the Statute Period to which Forum where dispute the amount relates is Pending

The Central Sales Tax 1956 and KVAT Act 2003 April 2008 to Deputy Commissioner of March 2009 Commercial Taxes (Audit)

The Central Excise Act, 1944 April 2009 to Commissioner of Central Excise Mach 2011 (Appeals)

The Finance Act,1994 March 2010 to Additional Commissioner of February 2011 Central Excise

The Finance Act, 1994 April 2006 to Additional Commissioner of March 2011 Central Excise

Finance Act 1994 April 2011 to Assistant Commissioner of March 2012 Central Excise

The Central Excise Act,1944 July 2009 to Assistant Commissioner of March 2011 Central Excise

X. The Company has got accumulated profits at the end of the year and the company has not incurred cash losses in the current year and in the immediately preceding year.

XI. The Company has not defaulted in repayment of dues to Financial Institutions or Banks or Debenture holders.

XII. The Company has not granted any loan and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly paragraph 4 (xii) of the Order is not applicable;

XIII. In our opinion and according to the information and explanations, the company is not a Chit Fund, Nidhi or Mutual Benefit Fund/ Societies. Accordingly paragraph 4 (xiii) of the Order is not applicable;

XIV. According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures or other investments. Accordingly paragraph 4(xiv) of the Order is not applicable.

XV. The Company has not given any guarantee for loans taken by others from Bank or Financial Institution etc.,

XVI. The Company has not obtained any term loans during the year.

XVII. The funds raised by the Company on short-term basis have not been used for long term investment and vice versa.

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

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

XX. The Company has not raised any money by public issues during the year. Accordingly paragraph 4(xx) of the Order is not applicable.

XXI. Based on our examination and the information provided to us by the company, no fraud on or by the company has been noticed or reported during the year.

for M.K.DANDEKER & CO.

(ICAI Reg No. 000679S)

K.J.DANDEKER

Partner

Place : Bangalore Chartered Accountant

Dated : 28.02.2013 Membership No.18533


Dec 31, 2011

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

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.

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

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

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit ADs-

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

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

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

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

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st December, 2011 ADs- and

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

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

ANNEXURE TO THE AUDITORS' REPORT IN PURSUANCE OF COMPANIES (AUDITORS REPORT) ORDER, 2003

(Referred to in our Report of even date)

I. The Company has maintained proper records showing full particulars including Quantitative details and situation of fixed assets. The Management at reasonable intervals has physically verified these Fixed Assets and no material discrepancies were noticed on such verification.

II. The physical verification of inventory has been conducted at reasonable intervals by the Management. The procedures for physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the company and the nature of its business. The Company is maintaining proper records of inventory and any discrepancies noticed on physical verification are being properly dealt in the books of accounts.

III. The Company has neither granted nor taken any loans, secured or unsecured to or from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956.

IV. The Company has adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of inventory, fixed assets and also for the sale of goods. There are no major weaknesses in the internal control to be corrected.

V. The Company has not entered into any transaction as seen from the register maintained in pursuance of Section 301 of the Companies Act 1956 with the exception of related party transactions with the group companies where the transactions purchases/sales are at reasonable rates as per the information given to us.

VI. The Company has not accepted deposits from the public and the provisions of Section 58A and 58AA of the Companies Act 1956, rules framed there under and other relevant directives issued by the Reserve Bank of India are not applicable to the Company.

VII The Company has appointed 3 film of Auditors to carry out the Internal Audit. The Internal Audit is commensurate with the size of the Company and nature of its business.

VIII. The Company is not required to maintain the cost records as prescribed by the Central Government under clause (d) of sub- section (i) of section 209 of the Companies Act 1956.

IX. The Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess with the appropriate authorities except for the following cases:

Forum Description Period related to Net Demand (In Rs.)

Assistant Commissioner of Credit of service tax on July 2007 to Central Excise - Bangalore. staff transport sought June 2008 1,17,230/- to be disallowed.

Addtl. Commissioner of Credit of service tax on March 2010 to Central Excise - Bangalore. Croup Insurance Policy sought Feb 2011 5,27,099/- to be disallowed.

Karnataka High Court, Appeal filed against Penalty Assessment Year Bangalore. levied under section 271(1)(c) 2004-05 19,09,818/- of the Income Tax Act, 1961,

X. The company has got accumulated profits at the end of the year and the company has not incurred cash losses in the current year and in the immediately preceding year.

XI. The Company has not defaulted in repayment of dues to Financial Institutions or Banks or debenture holders.

XII. The Company has not granted any loan and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly paragraph 4 (xii) of the Order is not applicable ADs-

XIII In our opinion and according to the information and explanations, the company is not a Chit Fund, Nidhi or Mutual Benefit Fund/ Societies. Accordingly paragraph 4 (xiii) of the Order is not applicable ADs-

XIV. According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures or other investments. Accordingly paragraph 4(xiv) of the Order is not applicable.

XV The Company has not given any guarantee for loans taken by others from Bank or Financial Institution etc.

XVI. The Company has not obtained any term loans during the year.

XVII. The funds raised by the Company on short-term basis have not been used for long term investment and vice versa.

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

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

XX. The Company has not raised any money by public issues during the year. Accordingly paragraph 4(xx) of the Order is not applicable.

XXI. Based on our examination and the information provided to us by the company, no fraud on or by the company has been noticed or reported during the year.

for M.K.DANDEKER ACY- CO.

(ICAI Reg No. 000679S)

K.J.DANDEKER

Partner

Place : Bangalore Chartered Accountant

Dated : 29.02.2012 Membership N0.18533


Dec 31, 2010

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

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.

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

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

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

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

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

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

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

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st December, 2010; and

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

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

ANNEXURE TO THE AUDITORS REPORT IN PURSUANCE OF COMPANIES (AUDITORS REPORT) ORDER, 2003

(Referred to in our Report of even date)

I. The Company has maintained proper records showing full particulars including Quantitative details and situation of fixed assets. The Management at reasonable intervals has physically verified these Fixed Assets and no material discrepancies were noticed on such verification.

II. The physical verification of inventory has been conducted at reasonable intervals by the Management. The procedures for physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the company and the nature of its business. The Company is maintaining proper records of inventory and any discrepancies noticed on physical verification are being properly dealt in the books of accounts.

III. The Company has neither granted nor taken any loans, secured or unsecured to or from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956.

IV. The Company has adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of inventory, fixed assets and also for the sale of goods. There are no major weaknesses in the internal control to be corrected.

V. The Company has not entered into any transaction as seen from the register maintained in pursuance of Section 301 of the Companies Act 1956 with the exception of related party transactions with the group companies where the transactions purchases/sales are at reasonable rates as per the information given to us.

VI. The Company has not accepted deposits from the public and the provisions of Section 58A and 58AA of the Companies Act 1956, rules framed there under and other relevant directives issued by the Reserve Bank of India are not applicable to the Company.

VII. The Company has appointed a firm of Auditors to carry out the Internal Audit. The Internal Audit is commensurate with its size of the Company and nature of its business.

VIII. The Company is not required to maintain the cost records as prescribed by the Central Government under clause (d) of sub- section (i) of section 209 of the Companies Act 1956.

IX. The Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess with the appropriate authorities except for the following cases:

Forum Description

Employees Provident Fund Other Allowance paid to

Appellate Tribunal - Bangalore Trainees not considered

for PF Calculation

Central Excise and Credit of service tax on

Service Tax Appellate Tribunal staff transport sought to

be disallowed.

Assistant Commissioner of Credit of service tax on staff

Central Excise - Bangalore transport sought to be disallowed

Income Tax Appellate Tribunal, Appeal filed against Penalty

Bangalore levied under section 27i(i)(c)

of the Income Tax Act, 1961,

Employees Provident Fund Appellate Tribunal - Bangalore

Central Excise and

Service Tax Appellate Tribunal

Assistant Commissioner of Central Excise - Bangalore

Income Tax Appellate Tribunal, Bangalore

Period related to Net Demand (In Rs.)

August 2006 to August 2009 4,92,376/-

July 2006 to June 2007 1,19,056/-

July 2007 to August 2008 1,17,230/-

Assessment Year 2004-05 29,29,818/-

X. The company has got accumulated profits at the end of the year and the company has not incurred cash losses in the current year and in the immediately preceding year.

XI. The Company has not defaulted in repayment of dues to Financial Institutions or Banks or Debenture holders.

XII. The Company has not granted any loan and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly paragraph 4 (xii) of the Order is not applicable;

XIII. In our opinion and according to the information and explanations, the company is not a Chit Fund, Nidhi or Mutual Benefit Fund/

Societies. Accordingly paragraph 4 (xiii) of the Order is not applicable;

XIV. According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures or other investments. Accordingly paragraph 4(xiv) of the Order is not applicable.

XV. The Company has not given any guarantee for loans taken by others from Bank or Financial Institution etc.,

XVI. The Company has not obtained any term loans during the year.

XVII. The funds raised by the Company on short-term basis have not

been used for long term investment and vice versa.

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

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

XX. The Company has not raised any money by public issues during the year. Accordingly paragraph 4(xx) of the Order is not applicable.

XXI. Based on our examination and the information provided to us by the company, no fraud on or by the company has been noticed or reported during the year.

for M.K.DANDEKER & CO. (ICAI Reg No. 000679S)

KJ.DANDEKER

Partner

Place : Bangalore Chartered Accountant

Dated : 25.02.2011 Membership No.18533


Dec 31, 2009

We have audited the attached Balance Sheet of Disa India Limited, Bangalore as at 31st December, 2009, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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.

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

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

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

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

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

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

v. On the basis of written representations received from the directors, as on 31st December, 2009, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st December 2009 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st December, 2009; and

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

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

ANNEXURE TO THE AUDITORS REPORT IN PURSUANCE OF COMPANIES (AUDITORS REPORT) ORDER, 2003 (Referred to in our Report of even date)

I. The Company has maintained proper records showing full particulars including Quantitative details and situation of fixed assets. The Management at reasonable intervals has physically verified these Fixed Assets and no material discrepancies were noticed on such verification.

II. The physical verification of inventory has been conducted at reasonable intervals by the Management. The procedures for physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the company and the nature of its business. The Company is maintaining proper records of inventory and any discrepancies noticed on physical verification are being properly dealt in the books of accounts.

III. The Company has neither granted nor taken any loans, secured or unsecured to or from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956.

IV. The Company has adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of inventory, fixed assets and also for the sale of goods. There are no major weaknesses in the internal control to be corrected.

V. The Company has not entered into any transaction as seen from the register maintained in pursuance of Section 301 of the Companies Act 1956 with the exception of related party transactions with the group companies where the transactions purchases/sales are at reasonable rates as per the information given to us.

VI. The Company has not accepted deposits from the public and the provisions of Section 58A and 58AA of the Companies Act 1956, rules framed there under and other relevant directives issued by the Reserve Bank of India are not applicable to the Company.

VII. The Company has appointed a firm of Auditors to carry out the Internal Audit. The Internal Audit is commensurate with its size of the Company and nature of its business.

VIII. The Company is not required to maintain the cost records as prescribed by the Central Government under clause (d) of sub-section (i) of section 209 of the Companies Act 1956.

IX. The Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess with the appropriate authorities, except for the following cases:

Forum Description Period related to Net Demand (In Rs.)

Regional Provident Fund Other Allowance paid to August 2006 to Commissioner, Bangalore Trainees not considered August 2009 4,92,376/- for PF Calculation

Commissioner of Central Credit of service tax on July 2006 to Excise (Appeals), Bangalore staff transport sought to June 2007 59,528/- be disallowed.

Assistant Commi ssioner of Credit of service tax on July 2007 to Central Excise -Bangalore staff transport sought to be August 2008 58,615/-

Commissioner of Central Service Tax on commission July 2004 to Excise (Appeals), Bangalore payments to non- residents April 2006 77,993/- sought to be levied

Income Tax Appellate Tribunal, Appeal filed against Penalty Assessment Year Bangalore levied under section 271(1 )(c) 2004-05 19,09,818/- of the Income Tax Act, 1961,

X The company has got accumulated profits at the end of the year and the company has not incurred cash losses in the current year and in the immediately preceding year.

XI. The Company has not defaulted in repayment of dues to Financial Institutions or Banks or Debenture holders.

XII. The Company has not granted any loan and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly paragraph 4 (xii) of the Order is not applicable;

XIII. In our opinion and according to the information and explanations. The company is not a Chit Fund, Nidhi or Mutual Benefit Fund/ Societies. Accordingly paragraph 4 (xiii) of the Order is not applicable;

XPV. According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures or other investments. Accordingly paragraph 4(xiv) of the Order is not applicable.

XV. The Company has not given any guarantee for loans taken by others from Bank or Financial Institution etc.,

XVI. The Company has not obtained any term loans during the year.

XVII. The funds raised by the Company on short-term basis have not been used for long term investment and vice versa

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

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

XX. The Company has not raised any money by public issues during the year. Accordingly paragraph 4(xx) ofthe Order is not applicable.

XXI. Based on our examination and the information provided to us by the company, no fraud on or by the company has been noticed or reported during the year.

for M.K.DANDEKER & CO.

K.J.DANDEKER

Partner

Place : Bangalore Chartered Accountant

Dated : 26.02.2010 Membership No. 18533

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