Auditor Report of ETT Ltd.

Mar 31, 2015

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

Management's Responsibility for the Standalone Financial Statements

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

Auditor's Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 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 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 paragraphs 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 standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) on the basis of written representations received from the directors as on 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.

(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 has disclosed the impact of pending litigations on its financial position in its financial statements – refer Note 34 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 the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

The Annexure referred to in our Independent Auditors' Report of even date to the members of the Company on the standalone financial statements for the year ended 31 March, 2015

Taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

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

(b) A major portion of the fixed assets has been physically verified by the management during the year. No material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

(ii) (a) Physical verification of inventory has been conducted at reasonable intervals during the year by the management.

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

(c) The Company is maintaining proper records of inventory. No material discrepancies between the physical inventory and the book records were noticed on physical verification.

(iii) The Company has granted interest free unsecured loan to one of its subsidiary companies covered in the register maintained under Section 189 of the Companies Act, 2013 ("the Act").

(a) The terms of arrangement for such loan do not stipulate any interest and any repayment schedule. Accordingly paragraph 3(iii)(a) of the Order is not applicable to the Company.

(b) There is no overdue amount in respect of the loan granted to such company.

(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 purchases of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness in the internal control system.

(v) The Company has not accepted any deposits from the public.

(vi) The maintenance of cost records has not been specified by the Central Government for the Company under Section 148(1) of the Act.

(vii) (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 the undisputed statutory dues including provident fund, employees' state insurance, Income Tax, Value Added Tax, Service Tax and other material statutory dues with the appropriate authorities.

According to the information and explanations given to us, no undisputed material amounts payable in respect of provident fund, employees' state insurance, Income Tax, Value Added Tax, Service Tax and other material statutory dues were in arrears 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, there are no material dues of Income Tax or Value Added Tax or Service Tax which have not been deposited with the appropriate authorities on account of any dispute, except as given below:

Name of Nature of Amount Period to which the Statute the Dues (Rs.) the amount relates

Commercial Taxes Entry Tax 36,295/- FY under UPVAT 2007- 2008 Act, 2007

Commercial Taxes Sales Tax 1,46,996/- FY under UPVAT Act, 2009 - 2010 2007

Name of the Statute Forum where dispute is pending

Commercial Taxes Assistant Commissioner, under UPVAT Ward- 3, Commercial Tax, Noida Act,2007

Commercial Taxes Assistant Commissioner, under UPVAT Act, Ward - 3, Commercial Tax, Noida 2007

(c) The Company is not required to transfer any amount to the Investor Education and Protection Fund and accordingly, paragraph 3(vii)(c) of the Order is not applicable to the Company.

(viii) The company does not have any accumulated losses as at the end of the financial year. The company has not incurred cash loss in the financial year ended 31st March 2015 and the immediately preceding financial year.

(ix) In our opinion and according to the records of the Company examined by us and the information and explanations given to us, during the period under audit, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders.

(x) In our opinion and according to the information and explanations given to us and based on the documents and records produced before us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) In our opinion and according to the information and explanations given to us, in the absence of any stipulation regarding the utilization of loan from the lender, we are unable to comment as to whether the term loan has been applied for the purpose for which it was obtained.

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

for VSD & ASSOCIATES for L. D. SARAOGI & CO. Chartered Accountants Chartered Accountants (Firm's Registration No. 008726N) (Firm's Registration No. 005524N)

Sd/- Sd/-

(Vinod Sahni) (Jitender Saraogi)

Partner Partner

Membership No. 086666 Membership No. 502337

Place of Signature: Delhi

Date: May 30, 2015

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Mar 31, 2014

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

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (''the Act'') read with General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS'' RESPONSIBILITY

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, 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 explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2014:

b) in the case of the Statement of Profit and Loss, of the 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 (the Order) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs4 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 & 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 cash flow statement comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 read with General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; and

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;

f) since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441Aof the Companies Act, 1956 nor has it issued any rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO AUDITORS'' REPORT

Referred to in our Report of even date to the members of ETT Limited on the accounts for the yearended31st March 2014,

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

(b) All the assets were stated to have been physically verified by the management at reasonable intervals. It has been reported that no discrepancies were noticed between the book records & the physical verification so carried out.

(c) As per the records of the Company and according to the information and explanations given to us, no substantial part of the fixed assets has been disposed off during the year and therefore going concern status of the Company has not been affected.

(ii) (a) As explained to us, the inventories have been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of its business.

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

(c) The company has maintained proper records of inventories. As explained to us, no material discrepancies were noticed on physical verification of inventories.

(iii) (a) According to the information and explanations given to us, the Company has granted interest-free unsecured loan to one (01) Subsidiary covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved at any time during the year was Rs. 19,16,20,000/- and the year-end balance of loan given to such company was Rs. 19,16,20,000/-.

(b) According to the information given to us, the other terms and conditions of the loans given, are prima facie, not prejudicial to the interest of the Company.

(c) In our opinion and according to the information and explanations given to us, since no stipulation has been made for the repayment of the loans, we are not in a position to make any specific comments as per clause number4(iii) (c) and 4(iii) (d) of the Order.

(d) According to the information and explanations given to us, the company has taken interest -free unsecured loans from four (04) other parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved at any time during the year was Rs. 6,50,00,000/- and the year end balance of loans taken from such other parties was Rs. 6.50.00.000/-.

(e) In our opinion and according to the information and explanations given to us, other terms and conditions on which loans have been taken from other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(f) In our opinion and according to the information and explanations given to us, since no stipulation has been made for the repayment of the loans, we are not in a position to make any specific comments as per clause number4(iii) (g) of the Order.

(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, with regard to purchase of inventory and fixed assets and sale of services. No major weaknesses have been observed in the internal control system.

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

(b) In our opinion and according to the information and explanations given to us, the transactions, made in pursuance of such contracts or arrangement entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5.00.000/- in respect of any party during the year have been made at the prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the provisions of Section 58A and Section 58AA or any other relevant provisions of the Companies Act, 1956 with regard to the deposits accepted from the public are not applicable, as the Company has not accepted any deposit from the public.

(vii) According to the information and explanation given to us, there is no formal internal audit system in the Company however; internal control system of the Company is reasonably functioning as observed during the audit.

(viii) According to the information and explanations given to us, we have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations given to us, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, VAT, Service Tax, Cess and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us there are no undisputed amounts payable in respect of statutory dues like Provident Fund, Employees'' State Insurance, Income Tax, VAT, Service Tax and Cess etc. outstanding for a period of more than six months at 31st March 2014 from the date they became payable, except as given below:

Name of the Nature of Amount Period to Due Date Date of Statute the Dues (Rs.) which the Payment amount relates

Haryana Muni- Property 3,58,000/- F.Y F.Y Not Paid cipal Corpor- Tax 2007-2008 2007-2008 till date ation Act,1994 to to 2013-2014 2013-2014

(c) According to the information and explanations given to us there is no disputed amount payable in case of Provident Fund, Employees'' State Insurance, Income Tax, Service Tax, VAT, Customs Duty, Cess etc. except as given below:

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

Commercial Entry Tax 36,295/- F.Y 2007-2008 Assistant Commis- Taxes under sioner, Ward-3, UPVAT Act, Commercial Tax, 2007 Noida

Commercial SalesTax 1,46,996/- F.Y 2009-2010 Assistant Commis- Taxes under sioner, Ward-3, UPVAT Act, Commercial Tax, 2007 Noida

Income Tax Income Tax 286,237/- A.Y 2010-2011 Commissioner of Act, 1961 Income Tax, Appeal-II, Income Tax Office, New Delhi

(x) (a) The company does not have any accumulated losses as at the end of the financial year.

(b) The company has not incurred cash loss in the financial year ended 31sl March 2014 and 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 any financial institution or bank. As informed to us, no money has been raised through Debentures by the Company.

(xii) According to the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities, hence the provisions of paragraph 4 (xii) of the Order are not applicable to the Company

(xiii) The Company is nota chit fund Company or nidhi/ mutual benefitfund/society. Accordingly, the provisions of paragraph 4 (xiii) of the Order are not applicable to the Company.

(xiv) According to the information and explanations given to us, the Company has made certain investments in shares & Mutual Funds and has maintained proper records of these transactions and contracts and timely entries have been made therein. All the Investments are held by the Company in its own name except to the extent of the exemption granted under Section 49 of the Companies Act, 1956.

(xv) According to the information and explanations given to us, the Company has not given guarantees for loan taken by others from bank or financial institutions. Accordingly, the provisions of clause 4(xiii) of the order are not applicable to the company.

(xvi) In our opinion and according to the information and explanations given to us, in the absence of any stipulation regarding the utilization of loan from the lender, we are unable to comment as to whether the term loan has been applied for the purpose for which it was obtained.

(xvii) In our opinion and according to the information and explanations given to us and on an overall examination of the balance sheet of the Company, funds raised on short-term basis have been prima facie, not used for long-term investment by the Company.

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares to companies, firms or other parties listed in the register maintained under Section 301 of the Companies, Act 1956.

(xix) According to the information and explanations given to us, the Company has not issued any debentures. Accordingly, the provisions of paragraph 4 (xix) of the Order are not applicable to the Company.

(xx) According to the information and explanations given to us, the Company has not raised any money by way of public issue during the year. Accordingly, the provisions of paragraph 4 (xx) of the Order are not applicable to the Company.

(xxi) According to the information and explanations given to us, nofraud on or by the Company has been noticed or reported during the year.



for VSD & Associates for L. D. Saraogi & Co.

Chartered Accountants Chartered Accountants F.R.NO.008726N F.R.No.005524N

Sd/- Sd/-

(VinodSahni) (Jitender Saraogi) Partner Partner M. No. 086666 M. No. 502337

Place : New Delhi Date : May22,2014

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Mar 31, 2013

We have audited the accompanying financial statements of ETT LIMITED ("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. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS'' RESPONSIBILITY

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

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

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

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the 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 profit for the year ended on that date; and

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

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

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

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

c) the balance sheet, statement of profit & 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 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;

f) since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO AUDITORS'' REPORT

Referred to in our Report of even date to the members of ETT Limited on the accounts for the year ended 31st March 2013.

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

(b) All the assets were stated to have been physically verified by the management at reasonable intervals. It has been reported that no discrepancies were noticed between the book records & the physical verification so carried out.

(c) As per the records of the Company and according to the information and explanations given to us, a substantial part of the fixed assets has been disposed off during the year. However, going concern status of the Company has not been affected.

(ii) (a) As explained to us, the inventories have been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of its business.

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

(c) The company has maintained proper records of inventories. As explained to us, no material discrepancies were noticed on physical verification of inventories.

(iii) (a) According to the information and explanations given to us, the Company has granted interest-free unsecured loans to three

(03) Subsidiaries covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved at any time during the year was Rs. 913,125,000/- and the year-end balance of loans given to such companies was Rs. 26,120,000/-.

(b) According to the information given to us, the other terms and conditions of the loans given, are prima facie, not prejudicial to the interest of the company.

(c) In our opinion and according to the information and explanations given to us, since no stipulation has been made for the repayment of the loans, we are not in a position to make any specific comments as per clause number 4(iii) (c) of the Order.

(d) In our opinion and according to the information and explanations given to us, since no stipulation has been made for the repayment of the loans, we are not in a position to make any specific comments as per clause number 4(iii) (d) of the Order.

(e) According to the information and explanations given to us, the company has taken interest –free unsecured loans from four

(04) other parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved at any time during the year was Rs. 52,500,000/- and the year-end balance of loans taken from such other parties was Rs. 52,500,000/-.

(f) In our opinion and according to the information and explanations given to us, other terms and conditions on which loans have been taken from other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(g) In our opinion and according to the information and explanations given to us, since no stipulation has been made for the repayment of the loans, we are not in a position to make any specific comments as per clause number 4(iii) (g) of the Order.

(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, with regard to purchase of inventory and fixed assets and sale of services. No major weaknesses have been observed in the internal control system.

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

(b) (i) In our opinion and according to the information and explanations given to us, in respect of transaction made in pursuance of such arrangement as referred to in Note 32 of the financial statement, because of the unique and specialized nature of the items involved and absence of any comparable prices, we are unable to comment whether the transaction was made at prevailing market prices at the relevant time.

(ii) In our opinion and according to the information and explanations given to us, in respect of other transactions, made in pursuance of such contracts or arrangement entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000/- in respect of any party during the year have been made at the prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the provisions of Section 58A and Section 58AA or any other relevant provisions of the Companies Act, 1956 with regard to the deposits accepted from the public are not applicable, as the Company has not accepted any deposit from the public.

(vii) There is no formal internal audit system in the Company however; internal control system of the Company is reasonably functioning as observed during the audit.

(viii) According to the information and explanations given to us, we have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations given to us, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, VAT, Service Tax, Customs Duty, Cess and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us there are no undisputed amounts payable in respect of statutory dues like Provident Fund, Employees'' State Insurance, Income Tax, VAT, Service Tax, Customs Duty and Cess etc. outstanding for a period of more than six months at 31st March 2013 from the date they became payable except as given below:

Name of the Nature of Amount Period to which Statute the Dues (Rs.) the amount relates

Income Tax TDS 1,000/- August 2012 Act, 1961

Finance Act, 1994 Service Tax 1,236/- August 2012



Name of the Statute Due Date Date of payment

Income Tax Act, 1961 September 07, 2012 April 30, 2013

Finance Act, 1994 September 06, 2012 May 06, 2013



(c) There is no disputed amount payable in case of Provident Fund, Employees'' State Insurance, Income Tax, Service Tax, VAT, Customs Duty, Cess etc. except as given below:

Name of the Nature of Amount Period to which Statute the Dues (Rs.) the amount relates

Commercial Taxes Entry Tax 36,295/- F.Y 2007 – 2008 under UPVAT Act, 2007

Income Tax Act, Income Tax 286,237/- A.Y 2010 – 2011 1961

Name of the Statute Forum where dispute is pending

Commercial Taxes under Assistant Commissioner, UPVAT Act, 2007 Ward-3, Commercial Tax, Noida

Income Tax Act, 1961 Commissioner of Income Tax, Appeal-II, Income Tax Office, New Delhi

(x) (a) The company does not have any accumulated losses as at the end of the financial year.

(b) The company has not incurred cash loss in the financial year ended 31st March 2013 and 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 any financial institution or bank. As informed to us, no money has been raised through Debentures by the Company.

(xii) According to the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities, hence the provisions of paragraph 4 (xii) of the Order are not applicable to the Company.

(xiii) The Company is not a chit fund Company or nidhi / mutual benefit fund / society. Accordingly, the provisions of paragraph 4 (xiii) of the Order are not applicable to the Company.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. However, the Company has made certain investments in shares & Mutual Funds and has maintained proper records of these investment transactions and timely entries have been made therein. All the Investment are held by the Company in its own name except to the extent of the exemption granted under Section 49 of the Companies Act, 1956.

(xv) According to the information and explanations given to us, the Company had given corporate guarantee for term loan taken by its subsidiary from a bank. By virtue of the said term-loan being satisfied in full during the current financial year, the above corporate guarantee stands nullified. The terms and conditions thereof, were prima facie, not prejudicial to the interest of the company.

(xvi) In our opinion and according to the information and explanations given to us, in the absence of any stipulation regarding the utilization of loan from the lender, we are unable to comment as to whether the other term loans have been applied for the purpose for which they were obtained except for a term loan that has been applied for the purpose for which it was obtained.

(xvii) In our opinion and according to the information and explanations given to us and on an overall examination of the balance sheet of the Company, funds raised on short-term basis have been prima facie, not used for long-term investment by the Company.

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

(xix) According to the information and explanations given to us, the Company has not issued any debentures. Accordingly, the provisions of paragraph 4 (xix) of the Order are not applicable to the Company.

(xx) According to the information and explanations given to us, the Company has not raised any money by way of public issue during the year. Accordingly, the provisions of paragraph 4 (xx) of the Order are not applicable to the Company.

(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.

for VSD & Associates for L. D. Saraogi & Co. Chartered Accountants Chartered Accountants F.R. No. : 008726N F.R. No. : 005524N

Sd/- Sd/- (Vinod Sahni) (Jitender Saraogi) Partner Partner M. No. 086666 M. No. 502337

Place : New Delhi Date : May 30, 2013

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Mar 31, 2012

1. We have audited the attached Balance Sheet of ETT Limited as at 31st March 2012, the Statement of Profit & 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.

2. 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.

3. As required by the Companies (Auditor''s Report) Order, 2003 as amended by 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 Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

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

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

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

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

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

(v) On the basis of written representations received from the directors, as on 31st March 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;

(vi) 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 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:

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

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

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

ANNEXURE TO AUDITORS'' REPORT

Referred to in paragraph 3 of our Report of even date to the members of ETT Limited on the accounts for the year ended 31st March 2012.

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

(b) All the assets were stated to have been physically verified by the management at reasonable intervals. It has been reported that no discrepancies were noticed between the book records & the physical verification so carried out.

(c) As per the records of the Company and according to the information and explanations given to us, no substantial part of the fixed assets has been disposed off during the year and therefore going concern status of the Company has not been affected.

(ii) (a) As explained to us, the inventories have been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of its business.

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

(c) The company has maintained proper records of inventories. As explained to us, no material discrepancies were noticed on physical verification of inventories.

(iii) (a) According to the information and explanations given to us, the Company has granted interest-free unsecured loans to two (02) Subsidiaries covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved at any time during the year was Rs. 750,650,000/- and the year end balance of loans given to such companies was Rs. 559,940,500/-.

(b) According to the information given to us, the other terms and conditions of the loans given, are prima facie, not prejudicial to the interest of the company.

(c) In our opinion and according to the information and explanations given to us, since no stipulation has been made for the repayment of the loans, we are not in a position to make any specific comments as per clause number 4(iii) (c) of the Order.

(d) In our opinion and according to the information and explanations given to us, since no stipulation has been made for the repayment of the loans, we are not in a position to make any specific comments as per clause number 4(iii) (d) of the Order.

(e) According to the information and explanations given to us, the company had taken interest–free unsecured loans from two (02) other parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved at any time during the current year was Rs. 12,750,000/- and the year end balance of loans taken from such other parties was Rs. Nil.

(f) In our opinion and according to the information and explanations given to us, other terms and conditions on which loans have been taken from other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(g) In our opinion and according to the information and explanations given to us, since no stipulation has been made for the repayment of the loans, we are not in a position to make any specific comments as per clause number 4(iii) (g) of the Order.

(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, with regard to purchase of inventory and fixed assets and sale of services. No major weaknesses have been observed in the internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that the contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered. (b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 during the year have been made at the prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the provisions of Section 58A and Section 58AA or any other relevant provisions of the Companies Act, 1956 with regard to the deposits accepted from the public are not applicable, as the Company has not accepted any deposit from the public.

(vii) There is no formal internal audit system in the Company however, internal control system of the Company is reasonably functioning as observed during the audit.

(viii) According to information and explanations given to us, we have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) (a) According to information and explanations given to us, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, VAT, Service Tax, Customs Duty, Cess and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us, there are no undisputed amounts payable in respect of statutory dues like Provident Fund, Employees'' State Insurance, Income Tax, VAT, Service Tax, Customs Duty and Cess etc. outstanding for a period of more than six months at 31st March 2012 from the date they became payable.

(c) There is no disputed amount payable in case of Provident Fund, Employees'' State Insurance, Income Tax, Service Tax, VAT, Customs Duty, Cess etc. except for the demand of Entry Tax for Rs. 36,295/- under UPVAT Act, for the year 2007 – 2008 against which the Company had filed an application for rectification u/s 31(1) under UPVAT Act, with the Assistant Commissioner, Ward – 3, Commercial Tax, Noida, during the year under review.

(x) (a) The company does not have any accumulated losses as at the end of the financial year.

(b) The company has not incurred cash loss in the financial year ended 31st March 2012 and 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 any financial institution or bank. As informed to us, no money has been raised through Debentures by the Company.

(xii) According to the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities, hence the provisions of paragraph 4 (xii) of the Order are not applicable to the Company.

(xiii) The Company is not a chit fund Company or nidhi / mutual benefit fund / society. Accordingly, the provisions of paragraph 4 (xiii) of the Order are not applicable to the Company.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. However, the Company has made certain investments in shares and has maintained proper records of the transactions and timely entries have been made therein. All the shares are held by the Company in its own name except to the extent of the exemption granted under Section 49 of the Companies Act, 1956.

(xv) According to the information and explanations given to us, the Company has given corporate guarantee for term loan taken by its subsidiary from a bank. The terms and conditions thereof, are prima facie, not prejudicial to the interest of the company.

(xvi) In our opinion and according to the information and explanations given to us, in the absence of any stipulation regarding the utilization of loan from the lender, we are unable to comment as to whether the other term loans have been applied for the purpose for which they were obtained except for a term loan that has been applied for the purpose for which it was obtained.

(xvii) In our opinion and according to the information and explanations given to us and on an overall examination of the balance sheet of the Company, funds raised on short-term basis have been prima facie, not used for long-term investment by the Company.

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

(xix) According to the information and explanations given to us, the Company has not issued any debentures. Accordingly, the provisions of paragraph 4 (xix) of the Order are not applicable to the Company.

(xx) According to the information and explanations given to us, the Company has not raised any money by way of public issue during the year. Accordingly, the provisions of paragraph 4 (xx) of the Order are not applicable to the Company.

(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.

for VSD & Associates for L. D. Saraogi & Co. Chartered Accountants Chartered Accountants F.R. No. : 008726N F.R. No. : 005524N

Sd/- Sd/- (Vinod Sahni) (Jitender Saraogi) Partner Partner M. No. 086666 M. No. 502337

Place : New Delhi Date : August 13, 2012