Auditor Report of Eon Electric Ltd.

Mar 31, 2018

Report on the Standalone Ind AS financial statements

We have audited the accompanying standalone Ind AS financial statements of Eon Electric Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

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 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 Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and other accounting principles generally accepted in India.

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.

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 thereunder and the Order issued under section 143(11) of the Act.

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 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 standalone the 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 March 31, 2018 and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub- section (11) of section 143 of the Companies Act, 2013, we give in the Annexure I, a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

(a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid standalone financial statement;

(b) in our opinion, proper books of account as required by the 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 including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

(d) in our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act

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

(f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure II; and 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 Ind AS financial statements - Refer Note 40 to the Ind AS financial statements.

(ii) the Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

(iii) there has been no delay in transferring the amounts which were required to be transferred to Investor Education and Protection Fund by the Company.

Annexure I to Independent Auditor’s Report

Referred to in Paragraph 1 under “Report on Other Legal and Regulatory Requirements” section of our report of even date on the Ind AS financial statements for the year ended on March 31, 2018 of Eon Electric Ltd.

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

(b) The fixed assets have been physically verified by the management at the year-end. We are informed that no material discrepancies have been noticed by the management on such verification as compared with the record of fixed assets maintained by the Company.

(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.

(ii) The inventory (excluding stocks lying with third parties) has been physically verified by the management during the year. In respect of inventories lying with the third parties, these have been substantially confirmed by them. In our opinion frequency of verification is reasonable. The discrepancies noticed on verification between the physical stock and the book records were not material and have been properly dealt with in the books of account.

(iii) According to the information and explanations given to us and in our opinion, the Company has not granted any loans, secured or unsecured to companies, firms, limited Liability partnerships or other parties covered in register maintained under section 189 of the Companies Act. Accordingly, clauses (iii) (a), (iii) (b) and (iii) (c) of paragraph 3 of the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company.

(iv) According to the information and explanations given to us and in our opinion, the Company has not advanced any loan, investment, guarantee or security to any person as specified under sections 185 and 186 of the Companies Act, 2013. Accordingly, clause (iv) of paragraph 3 of the Companies (Auditor''s Report) Order, 2016 is not applicable to the Company.

(v) In our opinion and according to the information and explanation given to us, the Company has not accepted deposits from the public during the year within the meaning of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under.

(vi) On the basis of the records produced, we are of the opinion that, prima facie, the cost accounting records prescribed by the Central Government under section 148(1) of the Companies Act, 2013 have been maintained by the Company. However, we are not required to and have not carried out any detailed examination of such records.

(vii) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, Goods and Services Tax, cess and other statutory dues applicable to it and there are no undisputed amounts payable in respect of the aforesaid dues outstanding as at March 31, 2018 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the particulars of disputed dues of duty of excise and sales tax aggregating to Rs.53,568,841/- and Rs.11,297,131/- as at March 31, 2018 which have not been deposited on account of disputed matters are as follows:

Nature of Dues	Demand in Dispute (Rs.)	Amount Deposited (Rs.)	Period to which amount relates	Forum where pending
Excise Duty Cases
Excise Duty including penalty	1,810,652	515,000	August 1998 to December 1998	Central Excise and Service Tax Appellant Tribunal, New Delhi (CESTAT)
Excise Duty including penalty	10,450,866	2,500,000	2007-2008	Central Excise and Service Tax Appellant Tribunal, New Delhi (CESTAT)
Excise Duty including penalty	39,484,604	-	May-04	Central Excise and Service Tax Appellant Tribunal, New Delhi (CESTAT)
Penalty	1,822,719	182,272	July 2008 to September 2008	Central Excise and Service Tax Appellant Tribunal, Allahabad (CESTAT)
Total	53,568,841	3,197,272

Nature of Dues	Demand in Dispute (Rs.)	Amount Deposited (Rs.)	Period to which amount relates	Forum where pending
Sales Tax / Vat Cases
Tamil Nadu Value Added Tax including penalty	5,374,917	806,702	2006-07, 2007-08, 2008-09, 2009-10 & 2010-11	Appellate Deputy Commissioner of Commercial Taxes, Chennai
Bihar Value Added Tax including interest	5,922,214	2,304,526	2012-13, 2013-14 & 2014-15	Commercial Taxes Tribunal Bihar, Patna
Total	11,297,131	3,111,228

Appeals filed by Central Excise Department as at March 31, 2018

Nature of Dues	Demand in Dispute (Rs.)	Amount Deposited (Rs.)	Period to which amount relates	Forum where pending
Excise Duty including penalty	2,065,676	-	December 2007 to September 2008	Central Excise and Service Tax Appellant Tribunal, New Delhi(CESTAT)
Service Tax including education cess	119,921	-	July 2004 to March, 2007	Central Excise and Service Tax Appellant Tribunal, New Delhi(CESTAT)
Total	21,85,597	-

(viii) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of loans or borrowing to a financial institution, bank and government. The Company has no outstanding dues to debenture holders.

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

(x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

(xi) According to the information and explanations give 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, clause (xii) of paragraph 3 of the Companies (Auditor''s Report) Order, 2016 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 standalone Ind AS financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has made preferential allotment of shares during the year. The Requirements of Section 42 of the Companies Act, 2013 have been complied with and the amounts raised have been used for the purposes for which the funds were raised.

(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 them. Accordingly, clause (xv) of paragraph 3 of the Companies (Auditor''s Report) Order, 2016 is not applicable.

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

Annexure II to the Independent Auditors’ Report of even date on the Standalone Ind AS financial statements of Eon Electric Limited

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 Eon Electric Ltd. (“the Company”) as of March 31, 2018 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.

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”) issued by The Institute of Chartered Accountants of India 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 Ind AS 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 Ind AS 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 Ind AS financial statements in accordance with generally accepted accounting principles, and those 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 Ind AS financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, 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.

SK Bansal

Partner

M. No. 014301

For and on behalf of

Bansal & Co LLP

Place: New Delhi Chartered Accountants

Dated: 30th May, 2018 Firm Regn. No: 001113N/N500079

---

Mar 31, 2016

To The Members of Eon Electric Ltd.

Report on the Standalone Financial Statements

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

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

Auditor’s Responsibility

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

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

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub- section (11) of section 143 of the Companies Act, 2013, we give in the Annexure I, a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

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

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

(f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure II; and

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

(i) the Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 31(a) to the 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 Investor Education and Protection Fund by the Company.

Annexure I to Independent Auditors’ Report

Referred to in Paragraph 1 under “Report on Other Legal and Regulatory Requirements” section of report of even date on the financial statements for the year ended on March 31, 2016 of Eon Electric Ltd.

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

(b) The fixed assets have been physically verified by the management at the year-end. We are informed that no material discrepancies have been noticed by the management on such verification as compared with the record of fixed assets maintained by the Company.

(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.

(ii) The inventory (excluding stocks with third parties) has been physically verified by the management during the year. In respect of inventories lying with the third parties, these have been substantially confirmed by them. In our opinion frequency of verification is reasonable. The discrepancies noticed on verification between the physical stock and the book records were not material and have been properly dealt with in the books of account.

(iii) According to the information and explanations given to us and in our opinion, the Company has not granted any loans, secured or unsecured to Companies, Firms, Limited Liability Partnerships or other parties covered in register maintained under section 189 of the Companies Act. Accordingly, clauses (iii) (a), (iii) (b) and (iii) (c) of paragraph 3 of the Companies (Auditor’s Report) Order, 2016 are not applicable to the Company.

(iv) According to the information and explanations given to us and in our opinion, the Company has not advanced any loan, investment, guarantee or security to any person as specified under sections 185 and 186 of the Companies Act, 2013. Accordingly, clause (iv) of paragraph 3 of the Companies (Auditor’s Report) Order, 2016 is not applicable to the Company.

(v) In our opinion and according to the information and explanation given to us, the Company has not accepted deposits from the public during the year within the meaning of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under.

(vi) On the basis of the records produced, we are of the opinion that, prima facie, the cost accounting records prescribed by the Central Government under section 148(1) of the Companies Act, 2013 have been maintained by the Company. However, we are not required to and have not carried out any detailed examination of such records.

(vii) (a) The Company is generally regular in depositing with appropriate authorities 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 other statutory dues applicable to it and there are no undisputed amounts payable in respect of the aforesaid dues outstanding as at March 31, 2016 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the particulars of disputed dues of duty of excise, income tax and sales tax aggregating to Rs.54,136,865/-, Rs.2,137,200/- and Rs. 5,374,917/- as at March 31, 2016 which have not been deposited on account of disputed matters are as follows:

Nature of Dues	Demand in Dispute (Rs.)	Amount Deposited (Rs.)	Period to which amount relates	Forum where pending
Excise Duty Cases
Excise Duty including penalty	1,810,652	515,000	August 1998 to December 1998	Central Excise and Service Tax Appellant Tribunal, New Delhi (CESTAT)
Excise Duty including penalty	10,450,866	2,500,000	2007-2008	Central Excise and Service Tax Appellant Tribunal, New Delhi (CESTAT)
Excise Duty including penalty	39,484,604	-	May-04	Central Excise and Service Tax Appellant Tribunal, New Delhi (CESTAT)
Excise Duty including penalty	568,024	-	April, 2001 to August, 2004	Central Excise and Service Tax Appellant Tribunal, New Delhi (CESTAT)
Penalty	1,822,719	182,272	July 2008 to September 2008	Central Excise and Service Tax Appellant Tribunal, Allahabad (CESTAT)
Total	54,136,865	3,197,272

Income Tax Case
Income Tax	2,137,200	-	2007-08	Commissioner of Income Tax (Appeals), New Delhi
Total	2,137,200	-
Sales Tax / VAT Cases
Tamil Nadu Value Added Tax including penalty	5,374,917	806,702	2006-07, 2007-08, 2008-09, 2009-10 & 2010-11	Appellate Deputy Commissioner of Commercial Taxes, Chennai
Total	5,374,917	806,702

Appeals tiled by Central Excise Department as at March 31, 2016

Nature of Dues	Demand in Dispute (Rs.)	Amount Deposited (Rs.)	Period to which amount relates	Forum where pending
Excise Duty including penalty	2,065,676	-	December 2007 to September 2008	Central Excise and Service Tax Appellant Tribunal, New Delhi(CESTAT)
Excise Duty including penalty	6,024,073	-	May 1990 to July 1998	Central Excise and Service Tax Appellant Tribunal, New Delhi(CESTAT)
Service Tax including education cess	119,921	-	July 2004 to March, 2007	Central Excise and Service Tax Appellant Tribunal, New Delhi(CESTAT)
Total	8,209,670	-

(viii) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of loans or borrowing to a financial institution, bank and government. The Company has no outstanding dues to debenture holders.

(ix) According to the information and explanations given to us, 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, clause (ix) of paragraph 3 of the Companies (Auditor’s Report) Order, 2016 is not applicable.

(x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

(xi) According to the information and explanations give 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, clause (xii) of paragraph 3 of the Companies (Auditor’s Report) Order, 2016 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 financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations give 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 them. Accordingly, clause (xv) of paragraph 3 of the Companies (Auditor’s Report) Order, 2016 is not applicable.

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

Annexure II to the Independent Auditors’ Report of even date on the Standalone Financial Statements of Eon Electric Limited

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 Eon Electric Ltd. (“the Company”) as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India.

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 The Institute of Chartered Accountants of India 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 those receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on 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.

Rajesh Sethi

Partner

M. No. 085669

For and on behalf of

JC Bhalla & Co.

Place: New Delhi Chartered Accountants

Dated: May 23, 2016 Firm Regn. No: 001111N

---

Mar 31, 2015

We have audited the accompanying financial statements of Eon Electric Limited ("the Company"), which comprise the Balance Sheet as at March 31,2015, and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

Opinion:

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2015 and its loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

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

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

(c) the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

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

(e) on the basis of the written representations received from the directors as on 31 March 2015 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; and

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

(i) the company does not have any pending litigations which would impact its financial position.

(ii) the company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

(iii) there were no amounts which were required to be transferred to Investor Education and Protection Fund by the company.

Annexure to the Independent Auditors'' Report

Annexure to the Independent Auditors'' Report on the accounts of Eon Electric Ltd. for the year ended March 31, 2015 as referred under the heading "Report on other Legal and Regulatory requirements" of our report of even date.

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

(b) The fixed assets have been physically verified by the management at the year-end. We are informed that no material discrepancies have been noticed by the management on such verification as compared with the record of fixed assets maintained by the Company.

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

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

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stock and the book records were not material and have been properly dealt with in the books of account.

(iii) According to the information and explanations given to us and in ouropinion the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in register maintained under section 189 of the Companies Act. Accordingly, clauses (iii) (a) & (iii) (b) of paragraph 3 of the Companies (Auditor''s Report) Order, 2015 are not applicable to the company for the current year.

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

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public during the year within the meaning of Section 73 to 76 or any other relevant provisions of the CompaniesAct, 2013 and the rules framed there under.

(vi) On the basis of the records produced, we are of the opinion that, prima facie, the cost accounting records prescribed by the Central Government under section 148(1) of the Companies Act, 2013 have been maintained by the Company. However, we are not required to and have not carried out any detailed examination of such records.

(vii) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax/VAT, Wealth Tax, Service Tax, Excise Duty, Custom Duty and other statutory dues applicable to it and there are no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31,2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the particulars of disputed dues of Excise Duty, Income Tax Case and Sales tax/VATaggregating to Rs. 54,136,865/-, Rs.109,426/- and Rs. 5,374,917/-as at March 31,2015 which have not been deposited on account of disputed matters are as follows:

Nature of Demand in Amount deposited Dues Dispute (Rs.) (Rs.)

Excise Duty Cases

ExciseDuty 1,810,652 515,000 including penalty

ExciseDuty 10,450,866 2,500,000 including penalty

Excise Duty 39,484,604 - including penalty

Excise Duty 568,024 - including penalty

Penalty 1,822,719 136,704



Total 54,136,865 3,151,704



Nature of Period to which Forum where pending Dues amount relates

Excise Duty Cases August1998to Central Excise and Service Tax

ExciseDuty December 1998 AppellantTribunal, NewDelhi(CESTAT) including penalty 2007-2008 Central Excise and Service Tax Appellant

ExciseDuty Tribunal, New Delhi(CESTAT) including penalty May-04 Central Excise and Service Tax Appellant

Excise Duty Tribunal, New Delhi(CESTAT) including penalty April,2001 to Central Excise and Service Tax Appellant

Excise Duty August, 2004 Tribunal, New Delhi(CESTAT) including penalty July2008to Commissioner(Appeals)Noida

Penalty September2008

Nature of Demand in Amount Period to which Forum Dues Dispute (Rs.) deposited amount where (Rs.) relates pending

Income Tax Case

Penalty 109,426 - 2010-11 Commissioner of Income Tax (Appeals), New Delhi

Total 109,426 -

Nature of Demand in Amount deposited Dues Dispute (Rs.) (Rs.)

Sales Tax / Vat Cases

Tamil Nadu Value 5,374,917 806,702 Added Tax including penalty

Total 5,374,917 806,702



Nature of Period to which Forum where pending Dues amount relates

Sales Tax / Vat Cases

Tamil Nadu Value 2006-07,2007-08, Appellate Deputy Added Tax Commissioner including penalty 2008-09,2009-10 of Commercial Taxes, & 2010-11 Chennai

Appeal filed by Central Excise Department as at March 31,2015

Nature of Demand in Amount deposited Dues Dispute (Rs.) (Rs.)

Excise Duty 2,065,676 - including penalty

Excise Duty 6,024,073 - including penalty

Service Tax 119,921 - including education cess

Total 8,209,670 -



Nature of Period to which Forum where pending Dues amount relates

Excise Duty December2007to Central Excise and including penalty September2008 Service Tax Appellant Tribunal,

New Delhi(CESTAT)

Excise Duty May 1990 to Central Excise and Service including penalty July 1998 Tax Appellant Tribunal,

New Delhi(CESTAT)

Service Tax July 2004 to Central Excise and Service including education March, 2007 Tax Appellant Tribunal, cess New Delhi(CESTAT)

Total

(c) According to the information and explanations given to us, there were no amounts which were required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under.

(viii) The Company does not have accumulated losses as at March 31,2015. The Company has incurred cash losses during the financial year covered by the audit as well as in the immediately preceding financial year.

(ix) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution or bank.

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

(xi) The company has not raised any term loans during the year.

(xii) During the course of examination of the books and records of the Company, carried out in accordance with the Generally Accepted Auditing Practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

Rajesh Sethi Partner M. No. 85669 For and on behalf of

Place : New Delhi J C Bhalla & Co. Dated: 30th May, 2015 Chartered Accountants Firm Regn. No : 001111N

---

Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

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

Opinion:

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

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

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

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

Report on Other Legal and Regulatory Requirements

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 sub-section (4A) of section 227 of the Act (hereinafter referred to as the "Order"), we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

(d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 of India (the ''Act''), read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

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

Annexure to the Auditors'' Report on the accounts of Eon Electric Ltd. for the year ended March 31, 2014 as referred to in paragraph 1 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 at the year-end. We are informed that no material discrepancies have been noticed by the management on such verification as compared with the record of fixed assets maintained by the Company.

(c) The Company has not disposed off substantial part of fixed assets during the year.

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

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

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

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stock and the book records were not material and have been properly dealt with in the books of account.

(iii) (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties in the register maintained under Section 301 of the Companies Act, 1956.

Accordingly, clause (iii) (b), (c) and (d) of the Order (as amended) are not applicable to the Company for the current year.

(b) 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. Accordingly, clause (iii) (f) and (g) of the Order (as amended) are not applicable to the Company for the current year.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. The Company has not undertaken any service activity during the year. Further, in our opinion, there is no continuing failure to correct major weaknesses in internal control.

(v) (a) According to the information and explanations given to us by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, in respect of the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year, as informed, because of the specialized nature of the items involved and absence of any comparable prices, we are unable to comment whether the transactions were made at prevailing market prices at the relevant time.

(vi) According to the information and explanations given to us, the Company has not accepted any deposits from the public during the year within the meaning of Sec 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under. Therefore, clause 4 (vi) of the Order is not applicable to the Company.

(vii) The Company has an internal audit system commensurate with the nature and size of its business.

(viii) On the basis of the records produced, we are of the opinion that, prima facie, the cost accounting records prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956 have been maintained by the Company. However, we are not required to and have not carried out any detailed examination of such records.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the company, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Excise Duty, Custom Duty and other statutory dues applicable to it and no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31,2014 for a period of more than six months from the date they became payable. As explained to us, the Company did not have any dues on account of Investor Education and Protection Fund.

(b) According to the information and explanations given to us, the particulars of disputed dues of Excise Duty and Sales tax / VAT aggregating to Rs. 5,23,14,146/- and Rs. 1,59,67,682/- respectively as at March 31,2014 which have not been deposited on account of disputed matters are as follows:

Nature of Demand in Amount deposited Period to which Dues Dispute (Rs) amount relates

Excise Duty Cases

Excise Duty 18,10,652 5,15,000 August, 1998 to including December, 1998 Penalty

Excise Duty 1,04,50,866 25,00,000 2007-2008 including Penalty

Excise Duty 3,94,84,604 - May 2004 including Penalty

Excise Duty 5,68,024 - April 2001 to including August 2004 Penalty

Total 5,23,14,146 30,15,000

Nature of dues Forum where pending

Excise Duty Cases

Excise including Penalty Commissioner of Central Excise (Appeals), Chandigarhng

Excise including Penalty Central Excise and Service Tax Appellate Tribunal, New Delhi

Excise including Penalty Central Excise and Service Tax Appellate Tribunal, New Delhi

Excise including Penalty Central Excise and Service Tax Appellate Tribunal, New Delhi

Nature of Demand in Amount deposited Period to which Dues Dispute (Rs) (Rs) amount relates

Sales Tax / VAT Cases

Central Sales 33,32,266 13,32,906 2006-07 Tax

Kerala Value 82,61,267 27,53,756 2006-07 Added Tax

Rajasthan Value 43,74,149 15,78,293 2012-13 Added Tax 2013-14

Total 1,59,67,682 56,64,955

Nature of Dues Forum wherve pending

Central Sales Asst. Commissioner Commercial Taxes, . Tax

Kerala ValueKerala Kerala VAT Appellate Tribunal Added Tax

Rajasthan Value Deputy Commissioner, (Appeals) Added Tax

Appeal filed by Central Excise Department as at March 31,2014 is Rs. 21,84,997/-

Nature of Demand in Amount deposited Period to which Dues Dispute(Rs) (Rs) amount relates

Excise Duty 20,65,676 - December, 2007 to including September2008 Penalty

Service tax 1,19,921 - July,2004 to including March ,2007 education cess

Total 21,84,997 -

Nature of dues Forum where pending

Excise Duty Central Excise and Service Tax Appellate Tribunal, including New Delhi Penalty

Service tax Central Excise and Service Tax Appellate Tribunal, including New Delhi Penalty

(x) The Company does not have accumulated losses as at March 31,2014. The Company has incurred cash losses during the financial year covered by the audit as well as in the immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution or bank.

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

(xiii) In our opinion, the Company is not a chit fund / nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor''s Report) Order, 2003 as amended are not applicable to the Company.

(xiv) The Company is not dealing or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4 (xiv) of the Companies (Auditor''s Report) Order, 2003 as amended are not applicable to the Company.

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

(xvi) The company has not raised any term loans during the year. Therefore, the provisions of clause 4 (xvi) of the Companies (Auditor''s Report) Order, 2003 as amended are not applicable to the Company.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the Company has not utilized short term funds towards long-term investments.

(xviii) The Company has not made preferential allotment of shares to parties 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 made any public issue during the year.

(xxi) During the course of examination of the books and records of the Company, carried out in accordance with the Generally Accepted Auditing Practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

Rajesh Sethi Partner M. No. 85669 For and on behalf of

Place : Noida J C Bhalla & Co. Dated: 30lh May, 2014 Chartered Accountants Firm Regn. No : 001111N

---

Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 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.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

Annexure to the Independent Auditors'' Report

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

(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 at the year-end. We are informed that no material discrepancies have been noticed by the management on such verification as compared with the record of fixed assets maintained by the Company.

(c) The Company has not disposed off any substantial part of fixed assets during the year.

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

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

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stock and the book records were not material and have been properly dealt with in the books of account.

(iii) (a) The Company has not granted any loan, secured or unsecured to Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, clause (iii) (b), (c) and (d) of the Order are not applicable to the Company.

(e) The Company has not taken any loan, secured or unsecured from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, clause (iii) (f) and (g) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods. The Company has not undertaken any service activity during the year. Further, in our opinion, there is no continuing failure to correct major weaknesses in internal control.

(v) According to the information and explanations given to us, there have been no contracts or arrangements referred to in section 301 Companies Act, 1956 during the year to be entered in the register to be maintained under that section. Accordingly commenting on transactions made in pursuance of such contracts or arrangements does not arise.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public during the year within the meaning of Sec 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under. Therefore, clause 4(vi) of the Order is not applicable to the Company.

(vii) The Company has an internal audit system commensurate with the nature and size of the business.

(viii) On the basis of the records produced, we are of the opinion that, prima facie, the cost accounting records prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956 in respect of Lighting and Wire units have been maintained by the Company. However, we are not required to and have not carried out any detailed examination of such records.

(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, Service Tax, Excise Duty, Custom Duty and other statutory dues applicable to it.

(b) According to the information and explanations given to us, there are no undisputed liabilities of statutory dues as on 31st March 2013 outstanding for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, the particulars of disputed dues of Excise Duty and Sales tax aggregating to Rs. 5,23,14,146/- and Rs.1,15,93,533/- respectively as at March 31, 2013 which have not been deposited on account of disputed matters are as follows:

Nature of Demand in Amount deposited Period to which Forum where pending Dues Dispute (Rs.) (Rs.) amount relates

Excise Duty Cases

Excise Duty 18,10,652 5,15,000 August, 1998 to Commissioner of Central including Penalty December, 1998 Excise (Appeals), Chandigarh

Excise Duty 1,04,50,866 25,00,000 2007-2008 Central Excise and Service Tax

including Penalty Appellate Tribunal, New Delhi

Excise Duty 3,94,84,604 - May 2004 Central Excise and Service Tax including Penalty Appellate Tribunal, New Delhi

Excise Duty 5,68,024 - April 2001 to Central Excise and Service Tax including Penalty August 2004 Appellate Tribunal, New Delhi

Total 5,23,14,146 30,15,000

Nature of Demand in Amount deposited Period to which Forum where pending Dues Dispute (Rs.) (Rs.) amount relates

Sales Tax Cases

Central Sales Tax 33,32,266 13,32,906 2006-07 Kerala VAT Appellate Tribunal

Kerala Value 82,61,267 27,53,756 2006-07 Kerala VAT Appellate Tribunal Added Tax

Total 1,15,93,533 40,86,662



Appeal filed by Central Excise Department as on March 31, 2013 are Rs. 21,84,997/-.

Nature of Demand in Amount deposited Period to which Forum where pending Dues Dispute (Rs.) (Rs.) amount relates

Excise Duty 20,65,676 - December, 2007 to Central Excise and Service Tax including Penalty September2008 Appellate Tribunal, New Delhi

Service tax 1,19,921 - July,2004 to Central Excise and Service Tax including March ,2007 Appellate Tribunal, New Delhi education cess

Total 21,84,997 -

(x) The Company does not have accumulated losses as at March 31, 2013. The Company has incurred cash losses during the financial year covered by the audit as well as in the immediately preceding financial year.

(xi) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution or bank.

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

(xiii) In our opinion, the Company is not a chit fund / nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xiv) The Company is not dealing or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4 (xiv) of the Order are not applicable to the Company.

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

(xvi) The company has not raised any term loans during the year. Therefore, the provisions of clause 4 (xvi) of the Order are not applicable to the Company.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the Company has not utilized short term funds towards long-term investments.

(xviii) The Company has not made any preferential allotment of shares to parties 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 made any public issue during the year.

(xxi) During the course of examination of the books and records of the Company, carried out in accordance with the Generally Accepted Auditing Practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the management.



Rajesh Sethi

Partner

M. No. 85669

For and on behalf of

Place : Noida J C Bhalla & Co.

Dated: 25th May, 2013 Chartered Accountants

Firm Regn. No : 001111N

---

Mar 31, 2012

We have audited the attached Balance Sheet of Eon Electric Limited as at March 31, 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 (Auditors' Report) Order, 2003 as amended by the Companies (Auditors' Report) Amendment Order, 2004 issued by the Central Government in terms of section 227 (4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent applicable.

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

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

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

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

d) In our opinion, the Balance Sheet, Statement of Profit & Loss and the Cash Flow Statement dealt with by this report are in compliance with the mandatory Accounting Standards, referred to in Section 211 (3C) of the Companies Act, 1956, to the extent applicable.

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

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Policies and notes thereon 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 the Balance Sheet, of the state of affairs of the company as at March 31, 2012;

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

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

Annexure to the Auditors' Report on the accounts of Eon Electric Ltd. (formerly known as Indo Asian Fusegear Limited) for the year ended March 31, 2012 as referred to in paragraph 3 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 at the year-end. We are informed that no material discrepancies have been noticed by the management on such verification as compared with the record of fixed assets maintained by the Company.

(c) The Company has not disposed off substantial part of fixed assets during the year.

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

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

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stock and the book records were not material and have been properly dealt with in the books of account.

(iii) (a) The Company has not granted any loan, secured or unsecured, to companies, firms or other parties in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, clause (iii) (b), (c) and (d) of the Order(as amended) are not applicable to the Company for the current year.

(b) The Company has not taken any loan, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, clause (iii) (f) and (g) of the Order(as amended) are not applicable to the Company for the current year.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. The Company has not undertaken any service activity during the year. Further, in our opinion, there is no continuing failure to correct major weaknesses in internal control.

(v) According to the information and explanations given to us, there have been no contracts or arrangements referred to in Section 301of the Companies Act, 1956 during the year to be entered in the register to be maintained under that section. Accordingly commenting on transactions made in pursuance of such contracts or arrangements does not arise.

(vi) According to the information and explanations given to us, the Company has not accepted any deposits from the public during the year within the meaning of Sec 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under. Therefore, clause 4 (vi) of the Order is not applicable to the Company.

(vii) The Company has an internal audit system commensurate with the nature and size of the business.

(viii) On the basis of the records produced, we are of the opinion that, prima facie, the cost accounting records prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956 in respect of CFL Lighting and Wire units have been maintained by the Company. However, we are not required to and have not carried out any detailed examination of such records.

(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, Service Tax, Excise Duty, Custom Duty and other statutory dues applicable to it and there are no undisputed amounts payable in respect of the aforesaid dues outstanding as at March 31, 2012 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the particulars of disputed dues of Excise Duty aggregating to Rs. 5,23,14,146/- as at March 31, 2012 which have not been deposited on account of disputed matters are as follows:

Nature of Demand in Amount Period to which Dues Dispute (Rs.) deposited amount relates (Rs.)

Excise Duty 1,810,652 515,000 August, 1998 to including Penalty December, 1998

Excise Duty 10,450,866 2,500,000 2007-2008 including Penalty

Excise Duty 39,484,604 - May, 2004 including Penalty

Excise Duty 568,024 - April, 2001 to including Penalty August, 2004

Total 52,314,146 3,015,000

Nature of Forum where pending Dues Excise Duty Central Excise and Service Tax including Penalty Appellate Tribunal, New Delhi

Excise Duty Central Excise and Service Tax including Penalty Appellate Tribunal, New Delhi

Excise Duty Central Excise and Service Tax including Penalty Appellate Tribunal, New Delhi

Excise Duty Central Excise and Service Tax including Penalty Appellate Tribunal, New Delhi

(c) Appeals filed by Central Excise Department as on 31st March, 2012 are Rs. 18,23,761/-

Nature of Demand in Amount Period to which Dues Dispute (Rs.) deposited amount relates (Rs.)

Excise Duty 1,703,840 - December, 2007 including Penalty to September 2008

Service Tax 119,921 - July, 2004 to including March, 2007

Total 1,823,761 - Dues

Excise Duty Forum where pending

Nature of Central Excise and Service Tax including Penalty Appellate Tribunal, New Delhi

Service Tax Central Excise and Service Tax including Appellate Tribunal, New Delhi

(x) The Company does not have accumulated losses as at March 31, 2012. The Company has incurred cash losses during the financial year covered by the audit. However, there were no cash losses in the immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution or bank.

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

(xiii) In our opinion, the Company is not a chit fund/nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditors' Report) Order, 2003 as amended are not applicable to the Company.

(xiv) The Company is not dealing or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4 (xiv) of the Companies (Auditors' Report) Order, 2003 as amended are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has given Corporate guarantees of Saudi Riyals Five Million Three Hundred Fourteen Thousand Eighty One only to The Saudi British Bank, Riyadh, Saudi Arabia and Saudi Riyals Three Million Two Hundred Thousand only to Saudi Industrial Development Fund for securing the banking facilities extended by it to M/s Saudi National Lamps and Electricals Company Limited, a Joint Venture Company in which the Company is having 20% ownership interest. According to the information and explanations given to us, the terms and conditions thereof are not prima facie prejudicial to the interest of the Company.

(xvi) The company has not raised any term loans during the year. Therefore, the provisions of clause 4 (xvi) of the Companies (Auditors' Report) Order, 2003 as amended are not applicable to the Company.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that there are no funds raised on short-term basis that have been used for long- term investment.

(xviii) According to the information and explanations given to us, the company has made preferential allotment of shares to parties covered in the register maintained under section 301 of the Companies Act, 1956. In our opinion, the price at which shares have been issued is not prima facie prejudicial to the interest of the company.

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

(xx) The Company has not made any public issue during the year.

(xxi) During the course of examination of the books and records of the Company, carried out in accordance with the Generally Accepted Auditing Practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

Rajesh Sethi Partner M. No. 85669 For and on behalf of J C Bhalla & Co. Chartered Accountants Firm Regn. No : 001111N

Place : Noida

Dated : 30th May, 2012

---

Mar 31, 2011

We have audited the attached Balance Sheet of Indo Asian Fusegear Limited as at 31st March 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 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 in terms of section 227 (4A>of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent applicable.

Further to ourcomments in the Annexure referred to in paragraph above, we report that:

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

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

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

d) In our opinion, the Balance Sheet, Profit & Loss Account and the Cash Flow Statement are in compliance with the mandatory Accounting Standards, referred to in Section 211 (3C) of the Companies Act, 1956, to the extent applicable.

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

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts together with the notes thereon and attached thereto 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 and Loss Account, of the profit forthe year ended on that date; and iii) in the case of Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure to the Auditors Report on the accounts of Indo Asian Fusegear Limited for the year ended 31st March, 2011 as referred to in paragraph 3 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 at the year-end. We are informed that no material discrepancies have been noticed by the management on such verification as compared with the record of fixed assets maintained by the Company.

(c) Consequent upon the slump sale of its Switchgear business as stated in Note No. 23 of Schedule 18 of the Notes on Accounts, the Company has sold its fixed assets at Murthal (excluding Land and Building ), Noida and Haridwar during the year covered by our report. According to the information & explanations given to us, the company has identified business opportunities which are futuristic in technology and have substantial growth prospects and where the available funds would be deployed. In view of the above, the going concern status of the company is not affected.

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

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

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stock and the book records were not material and have been properly dealt with in the books of account.

(iii) (a) The Company has not granted any loan, secured or unsecured, to companies, firms or other parties in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, clause 3(b), (c) and (d) of the Order are not applicable to the Company for the current year. (b) The Company has not taken any loan, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, clause 3(f) and (g)of the Order are not applicable to the Company for the current year.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. The Company has not undertaken any service activity during the year. Further, in our opinion, there is no continuing failure to correct major weaknesses in internal control.

(v) According to the information and explanations given to us, there have been no contracts or arrangements referred to in Section 301 of the Companies Act, 1956 during the year to be entered in the register maintained under that section. Accordingly commenting on transactions made in pursuance of such contracts or arrangements does not arise.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public during the year within the meaning of Sec 58A & 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed thereunder.

(vii) The Company has an internal audit system commensurate with its size and nature of its business.

(viii) On the basis of the records produced, we are of the opinion that, prima facie, the cost accounting records prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956 in respect of CFL and Wire units have been maintained by the Company. However, we are not required to and have not carried out any detailed examination of such records.

(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, Service Tax, Excise Duty, Custom Duty and other statutory dues applicable to it and there are no undisputed liabilities as on 31st March 2011 outstanding for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the particulars of dues of Excise Duty matters as at 31st March 2011 which have not been deposited on account of any dispute are as follows:

Nature of Demand in Amount deposited Period to which Dues Dispute (Rs.) (Rs.) amount relates

Excise Duty 1,810,652 515,000 August, 1998 to including Penalty December, 1998

Excise Duty 10,450,866 2,500,000 2007-2008 including Penalty

Excise Duty 39,484,604 - May, 2004 to including Penalty September, 2004

Excise Duty 568,024 - April, 2001 to including Penalty August, 2004

Total 52,314,146 3,015,000

Nature of Dues Forum where pending

Excise Duty including Penalty Central Excise and Service Tax Appellate Tribunal, New Delhi

Excise Duty including Penalty Central Excise and Service Tax Appellate Tribunal, New Delhi

Excise Duty including Penalty Central Excise and Service Tax Appellate Tribunal, New Delhi

Excise Duty including Penalty Central Excise and Service Tax Appellate Tribunal, New Delhi

Total

(x) The Company has no accumulated losses as at March 31,2011. The Company has not incurred cash losses in the financial year ended on that date and in the immediately preceding financial year.

(xi) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution or bank.

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

(xiii) In our opinion and according to information and explanations given to us, the provisions of any special statute applicable to chit fund, nidhi, mutual benefit fund, societies are not applicable to the Company. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xiv) The Company is not dealing or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4 (xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has given Corporate guarantees of Saudi Riyals Five Million Five Thousand only to The Saudi British Bank, Riyadh, Saudi Arabia and Saudi Riyals Three Million Two Hundred Thousand only to Saudi Industrial Development Fund for securing the banking facilities extended by it to M/s Saudi National Lamps and Electricals Company Limited, a Joint Venture Company in which the Company is having 20% ownership interest. The terms and conditions thereof are not prejudicial to the interest of the Company.

(xvi) According to the information and explanations given to us, on an overall basis, term loans have been applied for the purpose for which they were obtained.

(xvii) According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the Company has not utilized any funds raised from short-term sources towards long-term investments.

(xviii) According to the information and explanations given to us, the company has made preferential allotment of shares to parties covered in the register maintained under Section 301 of the Companies Act, 1956. In our opinion, the price at which shares have been issued is not prejudicial to the interest of the company.

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

(xx) The Company has not made any public issue during the year.

(xxi) During the course of examination of the books and records of the Company, carried out in accordance with the Generally Accepted Auditing Practices in India, and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

Rajesh Sethi

Partner

M. No. 85669

Firm Reg. No: 001111N

For and on behalf of

Place : Noida J C Bhalla & Co.

Dated: 19th April, 2011 Chartered Accountants

---

Mar 31, 2010

We have audited the attached Balance Sheet of Indo Asian Fusegear Limited as at 31st March 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 in terms of section 227 (4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said ordertothe extent applicable.

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

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

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

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

d) In our opinion, the Balance Sheet, Profit & Loss Account and the Cash Flow Statement are in compliance with the mandatory Accounting Standards, referred to in Section 211 (3C) of the Companies Act, 1956, to the extent applicable.

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

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts together with the notes thereon and attached thereto 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 31" March 2010; ii) in the case of Profit and Loss account, of the profit for the year ended on that date; and iii) in the case of Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure to the Auditors Report on the accounts of Indo Asian Fusegear Limited for the year ended 31" March, 2010 as referred to in paragraph 3 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 at the year-end. We are informed that no material discrepancies have been noticed by the management on such verification as compared with the record of fixed assets maintained by the Company.

(c) The Company has not disposed off substantial part of fixed assets during the year.

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

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

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stock and the book records were not material and have been properly dealt with in the books of account.

(iii) (a) The Company has not granted any loan, secured or unsecured, to companies, firms or other parties in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, clause 3(b), (c) and (d) of the Order are not applicable to the Company for the current year.

(b) The Company has not taken any loan, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, clause 3(f) and (g) of the Order are not applicable to the Company for the current year.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. The Company has not undertaken any service activity during the year. Further, in our opinion, there is no continuing failure to correct major weaknesses in internal control.

(v) According to the information and explanations given to us, there have been no contracts or arrangements referred to in section 301 Companies Act, 1956 during the year to be entered in the register maintained under that section. Accordingly commenting on transactions made in pursuance of such contracts or arrangements does not arise.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public during the year within the meaning of Sec 58A & 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed thereunder.

(vii) The Company has an internal audit system commensurate with its size and nature of its business.

(viii) On the basis of the records produced, we are of the opinion that, prima facie, the cost accounting records prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956 in respect of CFL and Wire units have been maintained by the Company. However, we are not required to and have not carried out any detailed examination of such records.

(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, Service Tax, Excise Duty, Custom Duty and other statutory dues applicable to it and there are no undisputed liabilities as on 31st March 2010 outstanding for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the particulars of dues of Excise Duty, Sales Tax and Income Tax matters as at 31st March 2010 which have not been deposited on account of any dispute are as follows:

Nature of Demand in Amount deposited Dues Dispute (Rs.) (Rs.)

Excise Duty 18,10,652 5,15,000 including Penalty

Excise Duty 3,07,384 2,19,300 including Penalty

Excise Duty 1,03,75,650 25,00,000 including Penalty

Sales Tax 3,09,820 1,54,910 Income Tax 2,68,72,464 1,00,00,000

Income Tax 67,03,310 -

Total 4,63,79,280 1,33,89,210

Nature of Period to which Forum where pending Dues amount relates_

Excise Duty August, 1998 to Central Excise and Service Tax including Penalty

Excise Duty December, 1998 Appellate Tribunal, New Delhi including Penalty

Excise Duty April, 2004 to Central Excise and Service Tax including Penalty December, 2004 Appellate Tribunal, New Delhi

Excise Duty 2007-2008 Central Excise and Service Tax including Penalty Appellate Tribunal, New Delhi

Sales Tax 2006-2007 Joint Commissioner of Sales Tax, Noida

Income Tax 2004-2005 CIT Appeals, New Delhi

Income Tax 2005-2006 CIT Appeals, New Delhi

(x) The Company has no accumulated losses as at March 31,2010. The Company has not incurred cash losses in the financial year ended on that date and in the immediately preceding financial year.

(xi) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution or bank.

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

(xiii) In our opinion and according to information and explanations given to us, the provisions of any special statute applicable to chit fund, nidhi, mutual benefit fund, societies are not applicable to the Company. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xiv) The Company is not dealing or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4 (xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has given Corporate guarantees of Saudi Riyals Five Million Five Thousand only to The Saudi British Bank, Riyadh, Saudi Arabia and Saudi Riyals Three Million Two Hundred Thousand only to Saudi Industrial Development Fund for securing the banking facilities extended by it to M/s Saudi National Lamps and Electricals Company Limited, a Joint Venture Company in which the Company is having 20% ownership interest. The terms and conditions thereof are not prejudicial to the interest of the Company.

(xvi) According to the information and explanations given to us, on an overall basis, term loans have been applied for the purpose for which they were obtained.

(xvii) According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the Company has not utilized any funds raised from short-term sources towards long-term investments.

(xviii) According to the information and explanations given to us, the company has made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the companies act. In our opinion, the prices at which shares have been issued is not prejudicial to the interest of the company.

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

(xx) The Company has not made any public issue during the year.

(xxi) During the course of examination of the books and records of the Company, carried out in accordance with the Generally Accepted Auditing Practices in India, and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

Rajesh Sethi

Partner

M. No. 85669

Firm Reg. No: 001111N

For and on behalf of

JC Bhalla & Co.

Chartered Accountants

Place: Noida

Dated: 29thMay,2010

---

Mar 31, 2009

We have audited the attached Balance Sheet of Indo Asian Fusegear Limited as at 31 st March 2009 and the related Profit and Loss Account and the Cash Flow Statement for the year ended on that date. 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 in terms of section 227 (4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said orderto the extent applicable.

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

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

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

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

d) The Balance Sheet, Profit & Loss Account and Cash Flow Statement are in compliance with the mandatory Accounting Standards, referred to in Section 211 (3C) of the Companies Act, 1956, to the extent applicable.

e) On the basis of the written representations received from Directors, we report that none of the Directors is disqualified as on March 31, 2009 from being appointed as a Director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

f) Attention is drawn to Note No. 16 of Schedule 18 regarding non-disclosure of the required information in respect of Micro, Small & Medium Enterprises.

g) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give 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 March 31,2009;

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

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

Annexure to the Auditors Report on the accounts of Indo Asian Fusegear Limited for the year ended 31 st March, 2009 as referred to in 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 at the year-end. We are informed that no material discrepancies have been noticed by the management on such verification as compared with the record of fixed assets maintained by the Company.

(c) The Company has not disposed off substantial part of fixed assets during the year.

(ii) (a) The inventory has been physically verified during the year by the management at reasonable intervals.

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

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stock and the book records were not material and have been properly dealt with in the books of account.

(iii) (a) The Company has not granted any loan, secured or unsecured, to companies, firms or other parties in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, clause 3(b), (c) and (d) of the Order are not applicable to the Company for the current year.

(b) The Company has not taken any loan, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, clause 3(f) and (g) of the Order are not applicable to the Company for the current year.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods. The Company has not undertaken any service activity during the year. Further, in our opinion, there is no continuing failure to correct major weaknesses in internal control.

(v) According to the information and explanations given to us, there have been no contracts or arrangements referred to in Section 301 of the Companies Act, 1956 during the year to be entered in the register required to be maintained under that section. Accordingly commenting on transactions made in pursuance of such contracts or arrangements does not arise.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public during the year within the meaning of Sec 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed thereunder.

(vii) The Company has an internal audit system commensurate with its size and nature of its business.

(viii) On the basis of the records produced, we are of the opinion that, prima facie, the cost accounting records prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956 in respect of CFL and Wire units have been maintained by the Company. However, we are not required to and have not carried out any detailed examination of such records.

(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, Service Tax, Excise Duty, Custom Duty and other statutory dues applicable to it except Income Tax (TDS) where there were certain delays and there are no undisputed liabilities as on 31 st March 2009 outstanding for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the particulars of dues of Excise Duty, Sales Tax and Income Tax matters as at 31 st March, 2009 which have not been deposited on account of any dispute are as follows:

Nature of Demand in Amount deposited Dues Dispute (Rs.) (Rs.)

Excise Duty 18,10,652 5,15,000

including Penalty Excise Duty 3,07,384 2,19,300

including Penalty Excise Duty 1,03,75,650 -

including Penalty Excise Duty 10,66,604 5,33,302

including Penalty Sales Tax 3,09,820 1,54,910

Income Tax 2,68,72,464 1,00,00,000

Income Tax 67,03,310 -

Total 4,74,45,884 1,14,22,512

Nature of Dues Period to which Forum where pending amount relates

Excise Duty including August, 1998 to Central Excise and Service penality December, 1998 Tax Appellate Tribunal, New Delhi Excise Duty including April, 2004 to Central Excise and Service penality Tax December, 2004 Appellate Tribunal, New Delhi

Excise Duty including 2007-2008 Central Excise penality and Service Tax Appellate Tribunal, New Delhi

Excise Duty including 2005-2006 Commissioner Central Excise, penality Noida

Sales Tax 2006-2007 Joint Commissioner of Sales Tax, Noida

Income Tax 2004-2005 CIT Appeals, New Delhi

Income Tax 2005-2006 CIT Appeals, New Delhi

(x) The Company has no accumulated losses as at March 31,2009. The Company has not incurred cash losses in the financial year ended on that date and in the immediately preceding financial year.

(xi) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution or bank.

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

(xiii) In our opinion and according to information and explanations given to us, the provisions of any special statute applicable to chit fund, nidhi, mutual benefit fund, societies are not applicable to the Company. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xiv) The Company is not dealing or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4 (xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has given Corporate guarantees of Saudi Riyals Five Million Five Thousand only to The Saudi British Bank, Riyadh, Saudi Arabia and Saudi Riyals Three Million Two Hundred Thousand only to Saudi Industrial Development Fund for securing the banking facilities extended by it to M/s Saudi National Lamps and Electricals Company Limited, a Joint Venture Company in which the Company is having 20% ownership interest. The terms and conditions thereof are not prejudicial to the interest of the Company.

(xvi) According to the information and explanations given to us, on an overall basis, term loans have been applied for the purpose for which they were obtained.

(xvii) According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the Company has not utilized any funds raised from short-term sources towards long term investments.

(xviii) The Company has issued share warrants to be converted into Equity Shares within eighteen months from the date of allotment on preferential basis to parties covered in the Register maintained under section 301 of the Companies Act, 1956 during the year. In our opinion, the price at which shares would be issued against the said warrants is not prejudicial to the interest of the company.

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

(xx) The Company has not made any public issue during the year.

(xxi) During the course of examination of the books and records of the Company, carried out in accordance with the Generally Accepted Auditing Practices in India, and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

Rajesh Sethi Partner Membership No. 85669 For and on behalf of J. C. Bhalla & Co. Chartered Accountants Place: Noida Dated: 15th June, 2009

---

Mar 31, 2008

We have audited the attached Balance Sheet of Indo Asian Fusegear Limited as at 31st March 2008 and the related Profit and Loss Account and the Cash Flow Statement for the year ended on that date. 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 in terms of section 227 (4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent applicable.

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

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

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

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

d) The Balance Sheet, the Profit & Loss Account and the Cash Flow Statement are in compliance with the mandatory Accounting Standards, referred to in Section 211 (3C) of the Companies Act, 1956, to the extent applicable.

e) On the basis of the written representations received from Directors, we report that none of the Directors is disqualified as on March 31, 2008 from being appointed as a Director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

f) Attention is drawn to Note No. 17 of Schedule 18 regarding non-disclosure of the required information in respect of Micro, Small & Medium Enterprises.

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

i) in the case of Balance Sheet, of the state of affairs of the Company as at March 31, 2008;

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

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

ANNEXURE TO THE AUDITORS REPORT ON THE ACCOUNTS OF INDO ASIAN FUSEGEAR LIMITED FOR THE YEAR ENDED 31st MARCH, 2008 AS REFERRED TO IN 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 at the year-end. We are informed that no material discrepancies have been noticed by the management on such verification as compared with the record of fixed assets maintained by the Company.

( c ) The Company has not disposed off substantial part of fixed assets during the year.

(ii) (a) The inventory has been physically verified during the year by the management at reasonable intervals.

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

(c ) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stock and the book records were not material and have been properly dealt with in the books of account.

(iii) (a) The Company has not granted any loan, secured or unsecured to Companies, firms or other parties in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, clause 3(b), (c) and (d) of the order are not applicable.

(b) The Company has not taken any loan, secured or unsecured from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, clause 3(f) and (g) of the order are not applicable.

(iv) In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods. The Company has not undertaken any service activity during the year. Further, in our opinion, there is no continuing failure to correct major weaknesses in internal control.

(v) According to the information and explanations given to us, there have been no contracts or arrangements referred to in Section 301 of the Companies Act, 1956 during the year to be entered in the register required to be maintained under that section. Accordingly commenting on transactions made in pursuance of such contracts or arrangements does not arise.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public during the year within the meaning of Sec 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed thereunder.

(vii) The Company has an internal audit system commensurate with its size and nature of its business.

(viii) On the basis of the records produced, we are of the opinion that, prima facie, the cost accounting records prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956 in respect of CFL and Wire units have been maintained by the Company. However, we are not required to and have not carried out any detailed examination of such records.

(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, Service Tax, Excise Duty, Custom Duty and other statutory dues applicable to it except Income Tax (TDS) where there were certain delays and there are no undisputed liabilities as on 31st March 2008 outstanding for a period of more than six months from the date they became payable except Income Tax (TDS) amounting to Rs. 4341/- which has since been deposited.

(b) The disputed statutory dues aggregating to Rs. 3,29,90,955/-, that have not been deposited on account of matters pending before appropriate authorities are as under:

S. No. Name of the Statue Nature of dues

1. Central Excise Act Excise Duty 2. Income Tax Act Income Tax 3. Central Sales Tax Act Sales Tax and Sales Tax Act of various states

Forum where dispute is pending Amount (Rs.)

CESTAT 1,810,652 Commissioner of Income Tax (Appeals) 26,872,464 Sales Tax Tribunal 4,307,839 Total 32,990,955

(x) The Company has no accumulated losses as at March 31, 2008. The Company has not incurred cash losses in the financial year ended on that date and in the immediately preceding financial year.

(xi) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution or bank.

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

(xiii) In our opinion and according to information and explanations given to us, the provisions of any special statute applicable to chit fund, nidhi, mutual benefit fund, societies are not applicable to the Company. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xiv) The Company is not dealing or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4 (xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has given Corporate Guarantees of Saudi Riyals Five Million Five Thousand only to The Saudi British Bank, Riyadh, Saudi Arabia and Saudi Riyals Three Million Two Hundred Thousand only to Saudi Industrial Development Fund for securing the banking facilities extended by it to M/s Saudi National Lamps and Electricals Company Limited, a Joint Venture Company in which the Company is having 20% ownership interest. The terms and conditions thereof are not prejudicial to the interest of the Company.

(xvi) According to the information and explanations given to us, on an overall basis, term loans have been applied for the purpose for which they were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the Company has not utilized any funds raised from short-term sources towards repayment of long-term borrowings and acquisition of fixed assets.

(xviii) The Company has made preferential allotment of shares to parties covered in the Register maintained under section 301 of the Companies Act, 1956 during the year. In our opinion, the price at which shares have been issued is not prejudicial to the interest of the company.

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

(xx) The Company has not made any public issue during the year.

(xxi) During the course of examination of the books and records of the Company, carried out in accordance with the Generally Accepted Auditing Practices in India, and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

Rajesh Sethi M.No. 85669 Partner

For and on behalf of Place : Noida J.C.Bhalla & Co. Dated : 27th June, 2008 Chartered Accountants

---

Mar 31, 2007

We have audited the attached Balance Sheet of Indo Asian Fusegear Limited as at 31st March 2007 and the related Profit and Loss Account and the Cash Flow Statement for the year ended on that date. 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 eva\ua\Yng \ne oveta\\ Yvnanc\a\ s\a\ernenpreservation. we believe that out audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government in terms of section 227 (4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent applicable.

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

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

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

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

d) The Balance Sheet, the Profit & Loss Account and the Cash Flow Statement are in Compliance with the mandatory Accounting Standards, referred to in Section 211 (3C) of the Companies Act, 1956 to the extent applicable.

e) On the basis of the written representations received from directors, we report that none of the directors is disqualified as on 31st March, 2007 from being appointed as a director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

f) Attention is drawn to Note No. 19 regarding non-disclosure of amount payable to Micro, Small and Medium Enterprises.

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

i) in the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2007;

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

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

ANNEXURE TO THE AUDITORS REPORT ON THE ACCOUNTS OF INDO ASIAN FUSEGEAR LIMITED FOR THE YEAR ENDED 31st MARCH, 2007 AS REFERRED TO IN 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 at the year-end. We are informed that no material discrepancies have been noticed by the management on such verification as compared with the record of fixed assets maintained by the Company.

(c) The Company has not disposed off substantial part of fixed assets during the year,

(ii) (a) The inventory has been physically verified during the year by the management at reasonable intervals.

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

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stock and the book records were not material and have been properly dealt with in the books of account.

(iii) (a) The Company has not granted any loan, secured or unsecured to Companies, firms or other parties in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, clause 3(b), (c) and (d) of the order are not applicable.

(b) The Company has not taken any loan, secured or unsecured from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, clause 3(f) and (g) of the order are not applicable.

(iv) In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods. The Company has not undertaken any service activity during the year. Further, in our opinion, there is no continuing failure to correct major weaknesses in internal control.

(v) According to the information and explanations given to us, there have been no contracts or arrangements referred to in Section 301 of the Companies Act, 1956 during the year to be entered in the register required to be maintained under that section. Accordingly commenting on transactions made in pursuance of such contracts or arrangements does not arise.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public during the year within the meaning of Sec 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed thereunder.

(vii) The Company has an internal audit system commensurate with its size and nature of its business.

(viii) On the basis of the records produced, we are of the opinion that, prima facie, the cost accounting records prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956 in respect of CFL and Wire units have been maintained by the Company. However, we are not required to and have not carried out any detailed examination of such records.

(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, Service Tax, Excise Duty, Custom Duty and other statutory dues applicable to it except Income Tax (TDS) where there were certain delays and there are no undisputed liabilities as on 31st March 2007 outstanding for a period of more than six months from the date they became payable except Income Tax (TDS) amounting to Rs. 12,116/- which has since been deposited.

(b) The disputed statutory dues aggregating to Rs. 81,32,756/-, that have not been deposited on account of matters pending before appropriate authorities are as under:

S. No. Name of the Statue Nature of dues

1. Central Excise Act Excise Duty

2. Income Tax Act Income Tax

3. Central Sales Tax Act Sales Tax and Sales Tax Act of various states

Forum where dispute is pending Amount (Rs.)

Assistant Commissioner of Central Excise 74,437 CESTAT 30,57,870 Commissioner of Income Tax (Appeals) 12,58,076 Commissioner of Sales Tax 4,61,773 Sales Tax Tribunal 32,80,600 Total 81,32,756

(x) The Company has no accumulated losses as at 31st March, 2007. The Company has not incurred cash losses in the financial year ended on that date and in the immediately preceding financial year.

(xi) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution or bank.

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

(xiii) In our opinion and according to information and explanations given to us, the provisions of any special statute applicable to chit fund, nidhi, mutual benefit fund, societies are not applicable to the Company. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xiv) The Company is not dealing or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4 (xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has given a corporate guarantee of Saudi Riyals Five Million Five Thousand only to The Saudi British Bank, Riyadh, Saudi Arabia for securing the banking facilities extended by it to M/s Saudi National Lamps and Electricals Company Limited, a Joint Venture Company in which the Company is having 20% ownership interest. The terms and conditions thereof are not prejudicial to the interest of the Company.

(xvi) According to the information and explanations given to us, on an overall basis, term loans have been applied for the purpose for which they were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the Company has not utilized any funds raised from short-term sources towards repayment of long-term borrowings and acquisition of fixed assets.

(xviii) The Company has issued share warrants to be converted into equity shares within eighteen months from the date of allotment on preferential basis to parties covered in the Register maintained under section 301 of the Companies Act, 1956 during the year. In our opinion, the price at which shares would be issued against the said warrants is not prejudicial to the interest of the company.

(xix) The Company has not issued any debentures during the year, (xx) The Company has not made any public issue during the year.

(xxi) During the course of examination of the books and records of the Company, carried out in accordance with the Generally Accepted Auditing Practices in India, and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

Rajesh Sethi M.No. 85669 Partner

For and on behalf of

Place : New Delhi J.C.Bhalla & Co. Dated: 28th June, 2007 Chartered Accountants

---

Mar 31, 2006

We have audited the attached Balance Sheet of Indo Asian Fusegear Limited (Formerly Indo Kopp Limited) as at 31st March 2006 and the related Profit and Loss Account and the Cash Flow Statement for the year ended on that date. 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 in terms of section 227 (4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent applicable. Further to our comments in the Annexure referred to in paragraph above, we report that:

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

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

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

d) The Balance Sheet, Profit & Loss Account and Cash Flow Statement are in compliance with the mandatory Accounting Standards, referred to in Section 211 (3C) of the Companies Act, 1956, to the extent applicable.

e) On the basis of the written representations received from the company on behalf of the directors, we report that none of the directors is disqualified as on March 31, 2006 from being appointed as a director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

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

i) in the case of Balance Sheet, of the state of affairs of the Company as at March 31, 2006;

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

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

Rajesh Sethi M.No. 85669 Partner For and on behalf of Place : New Delhi J.C.Bhalla & Co. Dated : 12.06.2006 Chartered Accountants

ANNEXURE TO THE AUDITORS REPORT ON THE ACCOUNTS OF INDO ASIAN FUSEGEAR LIMITED (FORMERLY INDO KOPP LIMITED) FOR THE YEAR ENDED 31 ST MARCH, 2006 AS REFERRED TO IN 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 at the year-end. We are informed that no material discrepancies have been noticed by the management on such verification as compared with the record of fixed assets maintained by the Company.

c) The Company has not disposed off substantial part of fixed assets during the year.

(ii) a) The inventory has been physically verified during the year by the management at reasonable intervals.

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

c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stock and the book records were not material and have been properly dealt with in the books of account.

(iii) (a) The Company has not granted any loan, secured or unsecured to companies, firms or other parties in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, clause 3(b), (c) & (d) of the Order are not applicable.

(b) The Company has taken interest free unsecured loans from two parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 6250 thousands and year-end balance of loans taken from such parties was Nil.

(c) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions on which loans have been taken are not prima facie, prejudicial to the interest of the company.

(d) The Company is regular in repaying the principal amount as stipulated.

(iv) In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods. The Company has not undertaken any service activity during the year. Further, in our opinion, there is no continuing failure to correct major weaknesses in internal control.

(v) a) According to the information and explanations given to us, we are of the opinion that the particulars of all contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

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

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public during the year within the meaning of Sec 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed thereunder.

(vii) The Company has an internal audit system commensurate with its size and nature of its business.

(viii) On the basis of the records produced, we are of the opinion that, prima facie, the cost accounting records prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956 in respect of CFL units have been maintained by the Company. However, we are not required to and have not carried out any detailed examination of such records.

(ix) a) The Company is 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, Service tax, Excise Duty, Custom Duty and other statutory dues applicable to it and there are no undisputed liabilities as on 31st March 2006 outstanding for a period of more than six months from the date they became payable.

b) The disputed statutory dues aggregating to Rs. 89,42,928/-, that have not been deposited on account of matters pending before appropriate authorities are as under:

Sl. Name of the Nature of dues Forum where dispute Amount No. statue is pending (Rs.)

1. Central Excise Act Excise Duty CESTAT 21,82,462

2. Income Tax Act Income Tax Commissioner of Income Tax 14,94,562 (Appeals)

3. Central Sales Sales Tax Dy Commissioner of 14,52,534 Tax Act and Sales Tax Sales Tax Act of various Jt. Excise & Taxation States Commissioner (Appeals) 38,13,370

Total 89,42,928

(x) The Company has no accumulated losses as at March 31,2006. The Company has not incurred cash losses in the financial year ended on that date and in the immediately preceding financial year.

(xi) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank.

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

(xiii) In our opinion and according to information and explanations given to us, the provisions of any special statute applicable to chit fund, nidhi, mutual benefit fund, societies are not applicable to the Company Therefore, the provisions of clause 4 (xiii) of the Order are not applicable to the Company.

(xiv) The Company is not dealing or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4

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

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

(xvi) According to the information and explanations given to us, on an overall basis, term loans have been applied for the purpose for which they were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that there are no funds raised on short-term basis that have been used for long-term investment.

(xviii) The Company has not made preferential allotment of shares to parties 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 made any public issue during the year.

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

Rajesh Sethi M.No.85669 Partner For and on behalf of Place : New Delhi J.C.Bhalla & Co. Dated : 12.06.2006 Chartered Accountants