Home  »  Company  »  Hindalco Indus.  »  Quotes  »  Auditor Report
Enter the first few characters of Company and click 'Go'

Auditor Report of Hindalco Industries Ltd.

Mar 31, 2017

TO THE MEMBERS OF HINDALCO INDUSTRIES LIMITED

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

We have audited the Standalone Ind AS financial statements of HINDALCO INDUSTRIES LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2017, 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 the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these Standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified in the Companies (Indian accounting Standard ) Rules, 2015 (as amended) under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

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

We conducted our audit of the Standalone Ind AS financial Statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements 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 is free from material misstatement.

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

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

Opinion

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

Other Matter

The corresponding financial information of the Company as at and for the year ended March 31, 2016 and the transition date opening balance sheet as at April 1, 2015 included in these Standalone Ind AS financial statements, are based on the previously issued financial statements for the years ended March 31, 2016 and March 31, 2015, prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (as amended) which were audited by us, on which we expressed an unmodified opinion read with our observation on which attention drawn under emphasis of matter paragraph of our audit report dated May 28, 2016 and May 28, 2015 respectively which is also explained in Note no. 43 to the attached financial statements. These financial statements have been adjusted for differences in accounting principles to comply with Ind AS and such adjustments on transition to Ind AS which has been approved by the Company’s Board of Directors have been audited by us.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016; issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (“the Order”), and on the basis of examination of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure ‘A’ statement on the matters specified in the paragraph 3 and 4 of the Order.

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

a) We have sought and obtained all the information and 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 (including other comprehensive income) , the cash flow statement and the Statement of Changes in Equity dealt with by this report are in agreement with the books of account;

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

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure ‘B’,

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, (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 litigation as at March 31, 2017 on its financial position in its Standalone Ind AS financial statements - Refer Note 47 (a) and 47(b)(iv) to (vi).

ii. the Company has long-term contracts including derivative contracts as at 31st March, 2017 for which there were no material foreseeable losses.

iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company, except Rs.0.02 crore which are held in abeyance due to pending legal cases.

iv. The Company has provided requisite disclosures in the Standalone Ind AS financial statements as to holdings as well as dealings in Specified Bank Notes during the period from November 8, 2016 to December 30, 2016. Based on the audit procedures and relying on the management representation, we report that the disclosures are in accordance with books of account maintained by the Company and produced to us by the Management. Refer Note No 55(C).

Annexure A referred to in paragraph 1 of the Independent Auditors Report of the even date to the members of Hindalco Industries Limited in the Standalone Ind AS financial statements as of and for the year ended March 31, 2017 under the heading “Report on other legal and regulatory requirements”

Re: Hindalco Industries Limited (the Company)

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

(b) Physical verification of fixed assets have been carried out in terms of the phased program designed to cover all items over a period of 3 years, which in our opinion is reasonable having regard to size of the Company and nature of its assets. Pursuant to the program, a portion of fixed assets have been physically verified by the management during the year and no material discrepancies between books record and physical inventory has been noticed.

(c) According to the information and explanations given to us and on the basis of the examination of the records of the company, the title deeds of the immovable properties included in fixed assets are held in the name of the company, except in the following cases.

Particulars

Total number of cases

Nature of Assets

Gross block (as at March 31, 2017) Amount

Unit:- Birla Copper 6.13 acre, Unit:- Muri 1.22 acre, Unit:- Mahan 37.79 acre

9

Freehold Land

Rs.4.09 crore

Unit:- Delhi Branch Residential Property of Area 1808 sq Built up, Area 2,690 sq ft Built up and Area 3644 sq ft Built up

3

Residential Property

Rs.0.35 crore

II. As per the information and explanations given to us, the inventories (excluding inventories in transit) have been physically verified at reasonable intervals during the year by the management except materials lying with third parties, where confirmations are obtained. The discrepancies noticed on the physical verification of inventory as compared to book stock were not material.

III. The Company has not granted any loans, secured or unsecured to Companies, Firms, Limited Liability Partnership or other parties listed in the register maintained under Section 189 of the Companies Act, 2013. Accordingly the provisions of paragraph 3(III), 3(III)(a) to 3(III)(c) of the said order are not applicable to the Company.

IV. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Companies Act 2013, with respect to Loans and Advances made, guarantee given and investments made.

V. The Company has not accepted any deposit from the public within the meaning of section 73, 74, 75 and 76 of the Act and Rules framed thereunder to the extent notified.

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

VII. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employee’s State Insurance, Income Tax, Sales Tax, Service Tax, duty of customs, duty of excise, Value Added Tax, Cess and other statutory dues with the appropriate authorities. According to the information and explanations given to us and the records of the Company examined by us, no undisputed amounts payable in respect of Provident Fund, Employee’s State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other material statutory dues were in arrears as at March 31, 2017 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 dues of Sales Tax, Income Tax, Duty of Customs , Duty of Excise, Service Tax and Cess which have not been deposited on account of any dispute and the forum where the dispute is pending as on 31st March, 2017 are as under :-

Name of the Statue

Nature of Dues

Amount (Rs.in Crore)

Period to which the amount relates

Forum where the disputes are pending

Central Sales Tax Act and Local Sales Tax Act

Sales Tax

3.57

2003-2004, 2012-2013 to 20152016

The Supreme Court

8.97

1986-1987, 1989-1990, 1991-1992 , 1992-1993, 1999-2000 to 2003-2004, 2005-2006, 2006-2007

The High Court

1.33

2002-2003, 2005-2006

Tribunal

43.42

1991-1992, 1996-1997 to 2002-2003, 2005-2006 to 2012-2013

Asst Commissioner/ Commissioner/ Revisionary Authorities Level

The Central Excise Act, 1944

Excise Duty

1.14

1989-1990 to 1995-1996, 20002001, 2009-2010, 2011-2012

The High Court

236.64

1998-1999 to 2014-2015

Customs, Excise and Service Tax Appellate Tribunal ( CESTAT)

186.82

2001-2002 to 2013-2014

Asst Commissioner/ Commissioner/ Revisionary Authorities Level

The Service Tax under the Finance Act ,1994

Service Tax

0.35

2009-2010

The High Court

148.90

2002- 2003 to 2015-2016

Customs, Excise and Service Tax Appellate Tribunal ( CESTAT)

93.09

2004-2005 to 2015-2016

Asst Commissioner/ Commissioner/ Revisionary Authorities Level

The Customs Act , 1962

Customs Act

22.78

2009-10 and 2010-11

Customs, Excise and Service Tax Appellate Tribunal ( CESTAT)

5.34

2006-07

Asst Commissioner/ Commissioner/ Revisionary Authorities Level

The Income Tax Act , 1961

Income Tax

912.30

2008-2009 to 2011-2012

CIT ( Appeals)

Adhosanrachna Vikas Evam Parayavaran Upkar Adhiniyam, 2005

Chhattisgarh Development and Environment Cess

0.38

2005- 2006 to 2011-2012

The Supreme Court

Shakti Nagar Special Area Development Authority

Cess on Coal

3.98

1997- 1998 to 2011-2012

The Supreme Court

The Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act & Rules (“BOCW Act”)

Cess

123.60

2011-12

The Supreme Court

Green Cess

Cess

7.56

2012-2013 to 2015-2016

The Supreme Court

VIII. According to the records of the Company examined by us and the information and explanations provided to us, the Company has not defaulted in repayment of loans or borrowings to any Financial Institutions or Banks or dues to debenture holders as at the Balance Sheet date. The Company does not have any loans or borrowing from the Government as at the balance sheet date.

IX. In our opinion, and according to the information and explanations given to us, the money raised by way of term loans have been applied for the purpose for which they were obtained. The company has not raised any money by way of initial public offer or further public offer including debt instruments during the year.

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

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

XII. The company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, accordingly, the provisions of clause 3(XII) of the Order are not applicable.

XIII. The Company has entered into transactions with related parties in compliance with sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the Standalone Ind AS financial statements as required under Ind AS 24, Related Party Disclosures specified under section 133 of the Act , read with Rule 7 of the Companies ( Accounts) Rules, 2014.

XIV. The Company has not made any preferential allotment of shares or fully or partly converted debentures during the year. However, the Company has raised Rs.3,350 crore through Qualified Institutions Placement (“QIP”) by allotting 17,68,27,659 Equity Shares at a price of Rs.189.45 per share. The QIP placement is in compliance with section 42 of the Companies Act, 2013. Further the Company has disclosed the end use of money received from QIP in Note No. 16(d) of notes to the Standalone Ind AS financial statements and the same has been verified by us.

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, paragraph 3(xv) of the Order is not applicable.

XVI. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable to the Company.

For SINGHI & CO.

Chartered Accountants

Firm Registration No. 302049E

(RAJIV SINGHI)

Place : Mumbai Partner

Date : 30th May, 2017 Membership No. 53518


Mar 31, 2016

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

Management''s Responsibility for the Standalone Financial Statements

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

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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. 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 31st March, 2016, and its Profit and its cash flows for the year ended on that date.

Emphasis of Matters

We draw attention to Note No. 43 of the Financial Statement, explaining that in compliance to the scheme of arrangement under Sections 391 to 394 of the Companies Act, 1956, approved by the Hon''ble Bombay High Court, vide order dated 29th June, 2009, the management of the Company has, during the year, identified and adjusted following against Business Reconstruction Reserve:

a. provision for diminution in the carrying value of Investments in one of its Subsidiaries and of a Jointly Controlled Entity aggregating to Rs. 35.50 crore,

b. impairment loss of Rs. 561.70 crore (deferred tax of Rs. 194.39 crore) related to one of its cash generating units,

c. expenses of Rs. 279.46 crore for exited project, against Business Reconstruction Reserve.

Had the above impact be considered the reported Profit before tax and Profit after tax of Rs. 732.61 crore and Rs. 607.25 crore, respectively, would have been converted in to loss before tax of Rs. 144.05 crore and loss after tax of Rs. 75.02 crore.

Our report is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016; issued by the Central Government of India in terms of Sub-section (11) of Section 143 of the Act ("the order"), and on the basis of examination of the books and records of the Company and according to the information and explanations given to us, we give in the Annexure A statement on the matters specified in the paragraph 3 and 4 of the Order.

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

a) we have sought and obtained all the information and 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 applicable Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) on the basis of the written representations received from the directors as on 31st March, 2016, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 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 ''B''; 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 litigation on its financial position in its financial statements – Refer Note 50A(a), c(iii) and c(iv) to the financial statements.

ii. the Company has long-term contracts including derivative contracts as at 31st March, 2016 for which there were no material foreseeable losses.

iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company, except Rs. 0.09 crore which are held in abeyance due to pending legal cases.

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

Re: Hindalco Industries Limited (the Company)

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

(b) As per the information and explanations given to us, physical verification of fixed assets has been carried out in terms of the phased program designed to cover all items over a period of three years, which, in our opinion, is reasonable having regard to size of the Company and nature of its assets. Pursuant to the program, a portion of fixed assets has been physically verified by the management during the year, and no material discrepancies between books record and physical inventory has been noticed.

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

Particulars Total Whether Gross Block (as at Remarks Number of Leasehold/ 31st March, 2016) Cases Freehold Amount

Unit – Birla Copper 4 Leasehold Rs. 21.30 crore Lease deed is Dahej Industrial Area, Lakhigam, Dahej, Taluka: Vagra, pending Dist: Bharuch (199.68 acre)

Unit - Birla Copper 1 Freehold Rs. 0.06 crore Registration Block No: 42 Kesrol, Dist: Bharuch (6.13 acre) in the name of the Company is pending

Unit – Aditya Aluminium 1 Leasehold Rs. 57.94 crore Lease deed is 12 Villages of Aditya Aluminium Project (253.29 acre) pending

II. As per the information and explanations given to us, the inventories have been physically verified at reasonable intervals during the year by the management except materials lying with third parties, where confirmations are obtained. The discrepancies noticed on the physical verification of inventory as compared to book stock were not material.

III. The Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnership or other parties listed in the register maintained under Section 189 of the Companies Act, 2013. Accordingly the provisions of paragraphs 3(III), 3(III)(a) to 3(III)(c) of the said order are not applicable.

IV. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Act, with respect to Loans and Advances made, guarantee given and investments made.

V. The Company has not accepted any deposit from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and Rules framed thereunder to the extent notified.

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

VII. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employee''s State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other statutory dues with the appropriate authorities. According to the information and explanations given to us and the records of the Company examined by us, no undisputed amounts payable in respect of Provident Fund, Employee''s State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other material statutory dues were in arrears as at 31st March, 2016, for a period of more than six months from the date they became payable .

(b) According to the information and explanation given to us, the dues of Sales Tax, Income Tax, Duty of Custom , Wealth Tax, Duty of Excise, Service Tax and Cess which have not been deposited on account of any dispute and the forum where the dispute is pending as on 31st March, 2016, are as under:

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

Central Sales Tax Act and Sales Tax 3.94 2003-2004, 2012-2013 to 2015-2016 Local Sales Tax act 8.87 1986-1987, 1989-1990, 1991-1992, 1992-1993, 1999-2000 to 2003-2004, 2005-2006, 2006-2007

1.37 2002-2003, 2005-2006

59.70 1991-1992, 1996-1997 to 2002-2003, 2005-2006 to 2012-2013

The Central Excise Act ,1944 Excise Duty 2.45 1989-1990 to 1995-1996, 2000-2001, 2009-2010, 2011-2012

157.74 1988-1990 to 2014-2015

178.94 2001-2002 to 2013-2014

The Service Tax under the Service Tax 0.35 2009-2010 Finance Act, 1994 73.69 2002-2003 to 2013-2014

22.96 2004-2005 to 2013-2014

The Customs Act, 1962 Customs Act 22.78 2009-2010 and 2010-2011

5.29 2006-2007

The Income- tax Act, 1961 Income Tax 1,396.30 2008-2009 to 2011-2012

Adhosanrachna Vikas Chhattisgarh 0.27 2005-2006 to 2011-2012 Evam Parayavaran Upkar Development and Adhiniyam, 2005 Environment Cess

Shakti Nagar Special Area Cess on Coal 3.98 1997-1998 to 2011-2012 Development Authority

The Building and Other Cess 100.00 2011-2012 Construction Workers (Regulation of Employment and Conditions of Service) Act & Rules ("BOCW Act")

Green Cess Cess 6.16 2012-2013 to 2015-2016

Name of the Statute Forum where the disputes are pending

Central Sales Tax Act The Hon''ble Supreme Court of India

The Hon''ble High Court

Tribunal

Asst Commissioner/Commissioner/ Revisionary Authorities Level

The Central Excise Act, 1944 The Hon''ble High Court

Customs, Excise and Service Tax Appellate Tribunal (CESTAT)

Asst Commissioner/Commissioner/ Revisionary Authorities Level

The Service Tax under the Fiance Act, 1994 The Hon''ble High Court

Customs, Excise and Service Tax Appellate Tribunal (CESTAT)

Asst Commissioner/Commissioner/ Revisionary Authorities Level

The Customs Act, 1962 Customs, Excise and Service Tax Appellate Tribunal (CESTAT)

Asst Commissioner/Commissioner/ Revisionary Authorities Level

The Income-tax Act, 1961 Commissioner of Income Tax (Appeals)

Adhosanrachna Vikas Evam Parayavaran Upkar Adhiniyam, 2005 The Hon''ble Supreme Court of India

Shakti Nagar Special Area Development Authority The Hon''ble Supreme Court of India

The Building and Other Construction Workers The Hon''ble Supreme Court of India

Green Cess The Hon''ble Supreme Court of India

VIII. According to the records of the Company examined by us and the information and explanations provided to us, the Company has not defaulted in repayment of loans or borrowings to any Financial Institutions or Banks or dues to debenture holders. Further, as at the Balance Sheet date, the Company does not have any loans or borrowing from the Government.

IX. In our opinion and according to the information and explanations given to us, the money raised by way of term loans have been applied for the purpose for which they were obtained. The Company has not raised any money by way of initial public offer or further public offer including debt instruments during the year.

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

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

XII. The Company is not a Nidhi Company. Accordingly, paragraph 3(XII) of the Order is not applicable.

XIII. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act where applicable, and details of such transactions have been disclosed in the financial statements as required under Accounting Standard (AS)-18, Related Party Transactions.

XIV. The Company has not made any preferential allotment or private placement of shares or fully or partly converted debentures during the year. Accordingly, paragraph 3(XIV) of the Order is not applicable to the Company.

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

XVI. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(XVI) of the Order is not applicable to the Company.

For SINGHI & CO.

Chartered Accountants

Firm Registration No. 302049E

(RAJIV SINGHI)

Place : Mumbai Partner

Date : 28th May, 2016 Membership No. 53518


Mar 31, 2015

We have audited the accompanying standalone financial statements of HINDALCO INDUSTRIES LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the signifi cant 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 fi nancial statements that give a true and fair view of the fi nancial position, fi nancial performance and cash fl ows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specifi ed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, Accounting Standard (AS)-30 to the extent it relates to Derivative Accounting, as prescribed by the Institute of Chartered Accountants of India 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 fi nancial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the fi nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these standalone fi nancial 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 specifi ed 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 fi nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the fi nancial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fi nancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal fi nancial control relevant to the Company''s preparation of the fi nancial 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 fi nancial controls system over fi nancial 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 fi nancial statements.

We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion on the standalone fi nancial statements.

Opinion

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

Emphasis of Matters

We draw attention to Note No. 44 to the Financial Statements explaining that in compliance to the scheme of arrangement under Sections 391 to 394 of the Companies Act, 1956, approved by the Hon''ble Bombay High Court, vide order dated 29th June, 2009, the Management of the Company, during the year, has identifi ed and adjusted provision for diminution in the carrying value of Investment in one of its Subsidiaries and in a Jointly controlled entity, amounting to Rs. 35 crore and impairment loss of Rs. 62.29 crore (net of deferred tax of Rs. 32.97 crore) related to one of its cash generating units, against Business Reconstruction Reserve. This has resulted in the profi t before tax and profi t after tax for the year being higher by Rs. 130.26 crore and Rs. 97.29 crore respectively. Our opinion is not qualifi ed in respect of this matter.

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 specifi ed 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 Profi t 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 fi nancial statements comply with the applicable Accounting Standards specifi ed 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 31st March, 2015, taken on record by the Board of Directors, none of the directors is disqualifi ed as on 31st 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 Auditors'' 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 litigation on its fi nancial position in its fi nancial statements - Refer Note Nos. 50A(a), c(iii), c(iv) and c(v) to the fi nancial statements.

ii. The Company has long-term contracts including derivative contracts as at 31st March, 2015, for which there were no material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company, except a sum of Rs. 0.09 crore which are held in abeyance due to pending legal cases.

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

Re: Hindalco Industries Limited (the Company)

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

(b) As per the information and explanations given to us, physical verifi cation of fi xed assets has been carried out in terms of the phased program designed to cover all items over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, a portion of fi xed assets has been physically verifi ed by the Management during the year and no material discrepancies between books record and physical inventory has been noticed.

II. (a) Physical verifi cation of inventory (except stocks in transit and stocks lying with third parties, confi rmation for which has been obtained) has been conducted at reasonable intervals during the year, by the Management/outside agencies.

(b) In our opinion, the procedure of physical verifi cation of inventories followed by the Management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company has maintained proper records of inventories. The discrepancies between the physical stock and book stocks, which are not signifi cant, have been properly dealt with in the books of accounts.

III. The Company has not granted any loans, secured or unsecured, to companies, fi rms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013.

IV. On the basis of checks carried out during the course of audit and as per the explanations given to us, we are of the opinion that there is adequate internal control system, commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fi xed assets and for the sale of goods and services. Further, on the basis of our examination of the records of the Company and according to the information and explanations given to us, we have not observed any continuing failure to correct major weakness in such internal control system.

V. The Company has not accepted any deposit from the public.

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

VII. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company is generally regular in depositing undisputed material statutory dues accrued in the accounts, including Provident Fund, Employee''s State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other statutory dues with the appropriate authorities. According to the information and explanations given to us and the records of the Company examined by us, no undisputed statutory dues as above were outstanding as at 31st March, 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 dues of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Excise Duty, Service Tax, Value Added Tax and Cess which have not been deposited on account of any dispute and the forum where the dispute is pending as on 31st March, 2015 are as under :

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

Central Sales Tax Act and Sales Tax 0.40 2003-2004 Local Sales Tax Act

3.71 1992-1993, 2001-2002, 2005-2006, 2006-2007

6.13 1999-2000, 2002-2003, 2003-2004, 2005-2006

60.65 1996-1997, 1999-2000 to 2002-2003, 2005-2006 to 2012-2013

The Central Excise Act, 1944 Excise Duty 155.31 2000-2001, 2001-2002

4.00 2000-2001 to 2002-2003, 2005-2006, 2006-2007, 2009-2010, 2011-2012

27.45 1988-1990, 1991-1992, 1993- 1994, 1999-2000 to 2010- 2011

185.96 1987-1988, 1997-1998 to 2009-2010, 2011-2012 to 2013-2014

The Service Tax under the Service Tax 0.46 2002-2003 to 2007-2008, 2009-2010 Finance Act, 1994

67.78 2002- 2003 to 2012-2013

24.73 2001-2002, 2004-2005 to 2006-2007, 2008-2009 to 2011-2012

The Customs Act, 1962 Customs Act 22.78 2009-10 and 2010-11

5.29 2006-2007

The Income-tax Act, 1961 Income Tax 536.75 2009-2010

Adhosanrachna Vikas Chhattisgarh 0.24 2005-2006 to 2011-2012 Evam Parayavaran Upkar Development and Adhiniyam, 2005 Environment Cess

Shakti Nagar Special Area Cess on Coal 3.98 1997-1998 to 2011-2012 Development Authority

The Building and Other Cess 100.00 2011-2012 Construction Workers (Regulation of Employment and Conditions of Service) Act & Rules ("BOCW Act")

Name of the Statute Forum where the disputes are pending

Central Sales Tax Act and Local Sales Tax Act The Supreme Court

The High Court

Tribunal

Asst. Commissioner/ Commissioner/ Revisionary Authorities Level

The Central Excise Act, 1944 The Supreme Court

The High Court

Customs, Excise and Service Tax Appellate Tribunal (CESTAT)

Asst. Commissioner/ Commissioner/ Revisionary Authorities Level

The Service Tax under the Finance Act, 1994 The High Court

Customs, Excise and Service Tax Appellate Tribunal (CESTAT)

Asst. Commissioner/ Commissioner/ Revisionary Authorities Level

The Customs Act, 1962 Customs, Excise and Service Tax Appellate Tribunal (CESTAT)

Tribunal

The Income-tax Act,1961 Commissioner of Income Tax (Appeals)

Adhosanrachna vikas Evam Parayavaran Upkar Adhiniyam, 2005 The Supreme Court

Shakti Nagar Special Area Development Authority The Supreme Court

The Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act & Rules ("BOCW Act") The Supreme Court

(c) According to the information and explanations given to us, the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956), and rules thereunder have been transferred to such fund within time, except a sum of Rs. 0.09 crore which are held in abeyance due to pending legal cases.

VIII. The Company does not have any accumulated losses at the end of the fi nancial year and has not incurred cash losses in the fi nancial year and in the immediately preceding fi nancial year.

IX. The Company has not defaulted in repayment of dues to Financial Institutions or Banks or Debentureholders.

X. In our opinion, the terms and conditions on which the Company has given guarantees for loan taken by others from banks or fi nancial institutions are not prejudicial to the interest of the Company.

XI. According to the information and explanations given to us, the Company has applied term loans for the purpose for which they were obtained during the year.

XII. During the course of our examination of the books and records of the Company, carried out in accordance with the Generally Accepted Auditing Practice in India, and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For SINGHI & CO.

Chartered Accountants

Firm Registration No. 302049E

(RAJIV SINGHI)

Place: Mumbai Partner

Date: 28th May, 2015 Membership No. 53518


Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

2) 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 fl ows of the company in accordance with the accounting principles generally accepted in India, including Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013 and Accounting Standard (AS)-30 to the extent it relates to Derivative Accounting , as prescribed by The Institute of Chartered Accountants of India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the fi nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

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

Opinion

4) 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 31st March, 2014.

b) In the case of the Statement of Profi t and Loss, of the profi t for the year ended on that date, and

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

Emphasis of Matter

5) Attention is invited to Note No. 38 of Notes to Financial Statements explaining that in compliance to scheme of arrangement u/s 391 to 394 of the Companies Act 1956 approved by the Hon''ble Bombay High Court vide order dated 29th June 2009, the management of the Company during the year has identifi ed and adjusted provision for diminution in the carrying value of Investment in one of the Subsidiary, amounting to Rs. 86.06 Crore against Business Reconstruction Reserve. This has resulted in the profi t before tax and profi t after tax for the year being higher by Rs. 86.06 Crore. Our opinion is not qualifi ed on this matter.

Report on other Legal and Regulatory Requirements

6) 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 specifi ed in paragraphs 4 and 5 of the Order.

7) 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 Profi t 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 Profi t 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 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and Accounting Standard (AS)-30 to the extent it relates to Derivative Accounting , as prescribed by The Institute of Chartered Accountants of India..

e) On the basis of written representations received from the directors as on 31st March 2014, and taken on record by the Board of Directors, none of the directors is disqualifi ed as on 31st March 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 referred to in paragraph 6 under the heading "Report on other legal and regulatory requirements" of our report of even date. Re: Hindalco Industries Ltd. (the Company)

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

(b) Fixed Assets have been physically verifi ed by the management according to a phased program designated to cover all items over a period of three years, which in our opinion is reasonable having regard to size of the Company and the nature of its assets. Pursuant to the program, a portion of fi xed assets has been physically verifi ed by the management during the year and no material discrepancies between book record and physical inventory has been noticed.

(c) No substantial part of fi xed assets has been disposed of during the year, which has bearing on the going concern assumption.

II. (a) Physical verifi cation of inventory, (except stocks in transit and stocks lying with third parties, confirmation for which has been obtained) have been conducted at reasonable intervals during the year, by the management/ outside agencies.

(b) In our opinion, the procedures of physical verifi cation of inventory 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 inventory. No material discrepancies were noticed on physical verifi cation of inventory as compared to book records except for shortage in coal amounting to Rs.12.51 Crore and the same has been properly dealt with in the books of accounts.

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

(b) The Company has not taken any loans, secured or unsecured from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

IV. On the basis of checks carried out during the course of audit and as per explanations given to us, we are of the opinion that there is adequate internal control system commensurate with the size of the Company and the nature of its business; for the purchase of inventory and fi xed assets and for the sale of goods and services. Further, on the basis of our examination of the records of the Company and according to the information and explanation given to us, no major weakness has been noticed or reported in the internal controls except as disclosed in the paragraph XXI of this report.

V. (a) In our opinion and according to the information and explanation given to us, the transactions that need to be entered into register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) As per the information and explanations give to us and the records of the Company examined by us, there are no contract or arrangements made for transactions exceeding Rupees 5,00,000 in respect of each party, for sale and purchase of goods and services in pursuance of section 301 of the Company''s Act,1956.

VI. The Company has not accepted any deposit from the public within the meaning of section 58A and 58AA of the Companies Act 1956 and the rules framed there under.

VII. The Company has an internal audit system, which in our opinion is commensurate with the size and nature of its business.

VIII. We have broadly reviewed the books of accounts maintained by Company in respect of product, where pursuant to the rule made by the Central Government of India the maintenance of cost records has been prescribed under section 209 (1) (d) of the Companies Act 1956 and are of the opinion that, prima facie, the prescribed records have been maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

IX. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee''s State Insurance, Income Tax,

Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities. According to the information and explanations given to us and the records of the Company examined by us, no undisputed statutory dues as above were outstanding as at 31st March, 2014 for a period of more than 6 months from the date they became payable.

(b) According to the information and explanations given to us, the dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Excise Duty, Service Tax and Cess which have not been deposited on account of any dispute and the forum where the dispute is pending as on 31st March 2014 are as under:

Name of the Statute Nature of Dues Amount (Rs. in Crore)

Central Sales Act and Local Sales Tax 0.40 Sales Tax Act

15.47

6.13

47.35

The Central Excise Act, 1994 Excise Duty 155.31

8.32

37.65

45.33

The Service Tax under the Service Tax 0.67 Finance Act, 1994

88.48

20.09

The Income Tax Act, 1961 Income Tax 691.24

Adhosanrachna Vikas Chhattisgarh 0.26

Evam Parayavaran Upkar Development and Adhiniyam, 2005 Environment Cess

Shakti Nagar Special Area Cess on Col 11.17 Development Authority

The Building and Other Cess 100.00 Construction Workers (Regulation of Employment and Conditions of Service) Act & Rules ("BOCW Act")

Name of the Statue Period to which the amount relates Forum where the disputes are pending

Central Sales Act and Local Sales Tax Act 2003-2004 The Supreme Court

1986-1987, 1989-1991, 1992-1993, 1995- The High Court 1996, 2003-204, 2004 -2005, 2006-2007 1994-1995, 1997-1998 to 2000-2001, Tribunal

2001-2002 to 2008-2009

1991-1992, 1994-1995 to 2012-2013 Asst Commissioner/ Commissioner/ Revisionnery Authorities Level

The Central Excise Act, 1994 1999-2000 to 2007- 2008 The Supreme Court

1994-1995, 2000-2001, 2007-2008 to The High Court 2011-2012

1988-1990, 1991-1992, 1993-1994, 1999- Customs, Excise and Service Tax 2000 to 2011-2012 Appeellate Tribunal (CESTAT)

1987-1988, 1996-1997 to 2009-2010, Asst Commissioner/ 2011-2012, 2012-2013 Commissioner/ Revisionnery Authorit -ies Level

The Service Tax under the Finance Act, 1994 1997-2000, 2002-2008 The High Court

2002-2003 to 2011- 2012 Customs, Excise and Service Tax Appeellate Tribunal (CESTAT)

2001-2002, 2004-2005 to 2006-2007, Asst Commissioner/ 2008-2009 to 2011- 2012 Commissioner/ Revisionnery Authorities Level

The Income Tax Act, 1961 2008-2009, 2009-2010 CIT (Appeals)

Adhosanrachna Vikas Evam Parayavaran Upkar Adhiniyam, 2005 Shakti Nagar Special Area Development Authority 2005-2006 to 2011- 2012 The Supreme Court 1997-1998 to 2013-2014 The Supreme Court The Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act & Rules ("BOCW Act") 2011-2012 The Supreme Court

X. The Company does not have any accumulated losses and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

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

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.

XIII. The provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the Company.

XIV. The Company is not in the business of dealing or trading in Shares, Securities, Debentures and other Investments.

XV. In our opinion and according to the information and explanations given to us, the terms and conditions on which the Company has given corporate guarantees for loans taken by its Subsidiary from Banks and Financial Institutions are not prima facie prejudicial to the interest of the Company.

XVI. Based on information and explanations given to us and records of the Company examined by us, in our opinion, the term loans have been applied for the purpose for which they were obtained. Though unutilized funds which were not required for immediate use for capital expenditure have been temporarily invested in mutual funds / bank deposit.

XVII. According to the information and explanations given to us and on the basis of our overall examination of the Balance Sheet and Cash Flow Statement, we report that no funds raised on short term basis have been used for long term investment of the Company.

XVIII. During the year under Audit, the Company has made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act 1956. The price at which shares have been issued on conversion of warrants, has been determined as per the Securities and Exchange board of India (Issue of Capital and Disclosure Requirement) Regulation, 2009, which in our opinion is not prejudicial to the interest of the Company.

XIX. The Company has created securities / charges in respect of secured debentures issued.

XX. The Company has not raised any money by Public Issues during the year.

XXI. During the course of our examination of the books and records of the Company, carried out in accordance with the Generally Accepted Auditing Practice in India, and according to the information and explanations given to us, we report that the following fraud on the Company was detected during the year-:

In the matter of weighment and recording of receipt of coal purchased at one of its unit where contractor/ transporter and some of the Company''s employees were involved. As explained by the management, the impact of this could not be ascertained /quantifi ed at this stage as the matter is under investigation. However, the shortage observed in coal inventory on physical verifi cation amounting to Rs. 12.51 Crore has been fully provided for in the books of accounts.

As explained by the management, necessary steps have been taken to strengthen the internal control systems in these regard and it is not expected to have any impact on the financial results of the Company going forward.

For SINGHI & CO.

Chartered Accountants Firm Registration No.302049E

(RAJIV SINGHI)

Place: Mumbai Partner

Date: 29th day of May, 2014 Membership No. 53518


Mar 31, 2013

We have audited the accompanying financial statements of HINDALCO INDUSTRIES LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2013, 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

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 principles generally accepted in India, including 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.

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 judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

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 31st March, 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, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, Statement of Profit 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 31st March 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 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 referred to in paragraph 1 under the heading "Report on other legal and regulatory requirements" of our report of even date

Re: Hindalco Industries Limited ("the Company")

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

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

(c) No substantial part of fixed assets has been disposed of during the year, which has bearing on the going concern assumption.

II. (a) Physical verification of inventory (except stocks in transit and stocks lying with third parties, confirmation for which has been obtained) have been conducted at reasonable intervals, during the year, by the management/outside agencies.

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

(c) The Company has maintained proper records of inventory. No material discrepancies were noticed on physical verification of inventory as compared to book records.

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

(b) The Company has not taken any loans, secured or unsecured from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

IV. On the basis of checks carried out during the course of audit and as per explanations given to us, we are of the opinion that there is adequate internal control system 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 and services. Further, on the basis of our examination of the records of the Company and according to the information and explanations given to us, no major weakness has been noticed or reported in the internal controls.

V. (a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) As per the information and explanations given to us and the records of the Company examined by us, there are no contract or arrangements made for transactions exceeding Rupees 5,00,000 in respect of each party, for sale and purchase of goods and services in pursuance of Section 301 of the Company''s Act,1956.

VI. The Company has not accepted any deposit from the public within the meaning of Sections 58A and 58AA of the Companies Act 1956 and the rules framed there under.

VII. The Company has an internal audit system, which in our opinion is commensurate with the size and nature of its business.

VIII. We have broadly reviewed the books of accounts maintained by the Company in respect of product, where pursuant to the rule made by the Central Government of India the maintenance of cost records has been prescribed under Section 209 (1) (d) of the Companies Act 1956 and are of the opinion that, prima facie, the prescribed records have been maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

IX. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities. According to the information and explanations given to us and the records of the Company examined by us, no undisputed statutory dues as above were outstanding as at 31st March, 2013 for a period of more than 6 months from the date they became payable.

(b) According to the information and explanations given to us, the dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Excise Duty, Service Tax and Cess which have not been deposited on account of any dispute and the forum where the dispute is pending as on 31st March 2013 are as under:

Name of the Nature of Amount Statue Dues (Rs. in Crore)

Central Sales Tax Act Sales Tax 9.67 and Local Sales Tax Act

7.04

63.44

The Central Excise Excise Duty 155.31 Act, 1944 21.43

46.43

37.19

The Service Tax under Service Tax 50.63 the Finance Act, 1994

18.14

The Customs Act, 1962 Customs Duty 5.29

Adhosanrachna Vikas Chhattisgarh 0.35 Evam Parayavaran Upkar Development and Adhiniyam, 2005 Environment Cess

Shakti Nagar Special Cesson Coal 9.38 Area Development Authority

The Building and Other Cess 100 Construction Workers (Regulation of Employment and Conditions of Service) Act & Rules ("BOCW Act")

Name of the Statue Period to which the amount relates Forum where the disputes are pending

Central Sales Tax Act 1986-1987, 1989-1991, 1992-1993, 1995-1996, The High Court 2003-2004, 2004-2005, 2006-2007

1994-1995,1997-1998 to 2000-2001, 2001-2002 Tribunal to 2008-2009

1991-1992, 1994-1995 to 2011-2012 Asst. Commissioner/ Commissioner/ Revisionery Authorities Level

The Central Excise Act, 1944 1999-2000 to 2007-2008 The Supreme Court

1994-1995, 2000-2001, 2007-2008 to 2011-2012 The High Court

1988-1990, 1991-1992, 1993-1994,1999-2000 to Customs, Excise and Service Tax 2010-2011 Appellate Tribunal (CESTAT)

1987-1988, 1996-1997 to 2009-2010 Asst. Commissioner/ Commissioner/ Revisionery Authorities Level

The Service Tax under the Finance Act, 1994 1996-1997 to 1999-2000, 2003-2004 to 2011-2012 Customs, Excise and Service Tax Appellate Tribunal (CESTAT)

2001-2002, 2004-2005 to 2006-2007, 2008-2009 Asst. Commissioner/ to 2011-2012 Commissioner/ Revisionery Authorities Level

The Customs Act, 1962 2006-2007 Asst. Commissioner/ Commissioner/ Revisionery Authorities Level

Adhosanracha Vikas Evam Parayavaran Upkar Adhiniyam, 2005 2005-2006 to 2011-2012 The Supreme Court

Shakti Nagar Special Area Development Authority 1997-1998 to 2011-2012 The Supreme Court

The Building and Other Construction Workers Act & Rules 2011-2012 The Supreme Court

X. The Company does not have any accumulated losses and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

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

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.

XIII. The provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the Company.

XIV. The Company is not in the business of dealing or trading in shares. The Company has maintained proper records of transactions and contracts in respect of Shares, Securities, Debentures and other Investments and timely entries have been made therein. The Shares, Securities, Debentures and other Investments have been held by the Company, in its own name except to the extent of exemption, granted under Section 49 of the Companies Act, 1956.

XV. In our opinion and according to the information and explanations given to us, the terms and conditions on which the Company has given corporate guarantees for loans taken by its Subsidiary from Banks and Financial Institutions are not prima facie prejudicial to the interest of the Company.

XVI. Based on information and explanations given to us and records of the Company examined by us, in our opinion, the term loans have been applied for the purpose for which they were obtained. Though unutilized funds which were not required for immediate use for capital expenditure have been temporarily invested in mutual funds / bank deposit.

XVII. According to the information and explanations given to us and on the basis of our overall examination of the Balance Sheet and Cash Flow Statement, we report that no funds raised on short term basis have been used for long term investment of the Company.

XVIII. During the year under Audit, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act 1956.

XIX. During the year under audit, the Company has issued secured debentures and has created securities / charges in respect of the same.

XX. The Company has not raised any money by Public Issues during the year.

XXI. During the course of our examination of the books and records of the Company, carried out in accordance with the Generally Accepted Auditing Practice 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 cases by the Management.

For SINGHI & CO.

Chartered Accountants

Firm Registration No.302049E

(RAJIV SINGHI)

Camp : Mumbai Partner

Dated : the 28th day of May, 2013. Membership No. 53518


Mar 31, 2012

We have audited the attached Balance sheet of HINDALCO INDUSTRIES LIMITED as at 31st March, 2012 and also the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our Audit.

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

As required by the Companies (Auditor's report) Order, 2003, as amended by the Companies (Auditor's Report MAmendment) 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 the paragraphs 4 and 5 of the said order.

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

1) 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;

2) 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;

3) 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;

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

5) On the basis of the 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;

6) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with significant accounting policies and notes thereon and attached thereto give the information required by the Companies Act, 1956 (as amended) 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 and Loss, of" the Profit for the year ended on that date; and

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

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

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

(c) No substantial part of fixed assets has been disposed of during the year, which has bearing on the going concern assumption.

II. (a) Physical verification of inventory, (except stocks in transit and stocks lying with third parties, confirmation for which has been obtained) have been conducted at reasonable intervals during the year by the management/ outside agencies.

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

(c) The Company has maintained proper records of inventory. No material discrepancies were noticed on physical verification of inventory as compared to book records.

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

(b) The Company has not taken any loans, secured or unsecured from Companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

IV. On the basis of checks carried out during the course of audit and as per explanations given to us, we are of the opinion that there is adequate internal control system 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 and services. Further, on the basis of our examination of the records of the Company and according to the information and explanation given to us, no major weakness has been noticed or reported in the internal controls.

V. (a) In our opinion and according to the information and explanation given to us, the transactions that need to be entered into register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) As per the information and explanations give to us and the records of the Company examined by us, there are no contract or arrangements made for transactions exceeding Rs. 5,00,000 in respect of each party, for sale and purchase of goods and services in pursuance of Section 301 of the Companies Act, 1956.

VI. The Company has not accepted any deposit from the public within the meaning of Section 58A and 58AA of the Companies Act 1956 and the rules framed there under.

VII. The Company has an internal audit system, which in our opinion is commensurate with the size and nature of the business.

VIII. We have broadly reviewed the books of accounts maintained by Company in respect of product, where pursuant to the rule made by the Central Government of India the maintenance of cost records has been prescribed under section 209 (1) (d) of the Companies Act 1956 and are of the opinion that, prima facie, the prescribed records have been maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

IX. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee's State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities. According to the information and explanations given to us and the records of the Company examined by us, no undisputed statutory dues as above were outstanding as at 31st March, 2012 for a period of more than 6 months from the date they became payable.

(b) According to the information and explanations given to us, the dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Excise Duty, Service Tax and Cess which have not been deposited on account of any dispute and the forum where the dispute is pending as on 31st March 2012 are as under:

Name of the Nature of Amount Statue Dues (Rs. in Crore)

Central Sales Tax Act Sales Tax 10.19 and Local Sales Tax Act

10.74

22.61

The Central Excise Excise Duty 155.31 Act, 1944 26.17

26.66

45.04

The Service Tax under Service Tax 18.42 the Finance Act, 1994

5.77

The Customs Act, 1962 Customs Act 20.46

Adhosanrachna Vikas Chhattisgarh 0.34 Evam Parayavaran Development and Upkar Adhiniyam, 2005 Environment Cess

Shakti Nagar Special Cess on Coal 7.56 Area Development Authority

Name of the Statue Period to which the amount relates Forum where the disputes are pending

Central Sales Tax Act, and Local Sales Tax Act 1986-1987, 1989-1990, 1990-1991, 1992-1993, The High Court 1995-1996, 2003-2004, 2004-2005, 2005-2006, 2006-2007

1998-1999, 1999-2000, 2000-2001, 2002-2003, Tribunal 2003-2004, 2004-2005, 2005-2006, 2006-2007, 2007-2008, 2008-2009

1991-1992, 1994-1995, 1996-1997, 1997-1998, Asst. Commissioner/ 1998-1999, 1999-2000, 2000-2001, 2001-2002, Commissioner/ Revisionary 2002-2003, 2003-2004, 2004-2005, 2005-2006, Authorities Level 2006-2007, 2007-2008, 2008-2009, 2009-2010, 2010-11

The Central Excise Act,1944 2000-2001, 2001-2002, 2002-2003, 2003-2004, The Supreme Court 2004-2005, 2005-2006, 2006-2007, 2007-2008

1992-1993, 1994-1995, 2000-2001, 2001-2002, The High Court 2002-2003, 2008-2009, 2009-2010, 2010-2011, 2011-2012

1988-1990, 1991-1992, 1993-1994, 2000-2001, Customs, Excise and Service 2001-2002, 2002-2003, 2003-2004, 2004-2005, Tax Appellate Tribunal (CESTAT) 2005-2006, 2006-2007, 2007-2008, 2008-2009, 2009-2010- 2010-2011

1987-1988, 1997-1998, 1998-1999, 1999-2000, Asst. Commissioner/ 2000-2001, 2001-2002, 2002-2003, 2003-2004, Commissioner/ Revisionary 2004-2005, 2005-2006, 2006-2007, 2007-2008, Authorities Level 2008-2009, 2009-2010

The Service Tax Under the Finance Act,1944 1997-2000, 2004-2011 Customs, Excise and Service Tax Appellate Tribunal (CESTAT)

2001-2002, 2005-2006, 2006-2007, 2008-2009, Asst. Commissioner/ 2009-2010, 2010-2011 Commissioner/ Revisionary Authorities Level

The Customs Act, 1962 2003-2004, 2004-2005, 2005-2006 and 2006-2007 Asst. Commissioner/ 2011-2012 Commissioner/ Revisionary Authorities Level

Adhosanrachna Vikas Evam Parayavaran Upkar Adhiniyam 2005 2005-2012 The Supreme Court

Shakti Nagar Special Area Development Authority 1997-2012 The Supreme Court

X. The Company does not have any accumulated losses and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

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

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.

XIII. The provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the Company.

XIV. The Company is not in the business of dealing or trading in shares. The Company has maintained proper records of transactions and contracts in respect of Shares, Securities, Debentures and other Investments and timely entries have been made therein. The Shares, Securities, Debentures and other Investments have been held by the Company, in its own name except to the extent of exemption, granted under Section 49 of the Companies Act, 1956.

XV. In our opinion and according to the information and explanations given to us, the terms and conditions on which the Company has given Corporate guarantees for loans taken by its Subsidiaries and Joint Ventures from Banks and Financial Institutions (including foreign banks) are not prima facie prejudicial to the interest of the Company.

XVI. Based on information and explanations given to us and records of the Company examined by us, in our opinion, the term loans have been applied for the purpose for which they were obtained. Though unutilized funds which were not required for immediate use for capital expenditure have been temporarily invested in mutual funds / bank deposit.

XVII. According to the information and explanations given to us and on the basis of our overall examination of the Balance Sheet and Cash Flow Statement, we report that no funds raised on short term basis have been used for long term investment of the Company.

XVIII. During the year under Audit, the Company has not made preferential allotment of equity shares. However the Company has made preferential allotments of warrants to Companies covered in the register maintained under Section 301 of the Companies Act. The Price at which the warrants have been issued has been determined as per the Securities and Exchange Board Of India (Issue Of Capital and Disclosure Requirements) Regulations, 2009 which in our opinion is not prejudicial to the interest of the Company.

XIX. During the year under audit, the Company has neither issued any debentures nor was any debentures outstanding at the year end.

XX. The Company has not raised any money by Public Issues during the year.

XXI. During the course of our examination of the books and records of the Company, carried out in accordance with the Generally Accepted Auditing Practice 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 cases by the Management.

For SINGHI & CO.

Camp: Mumbai Chartered Accountants

Dated: the 27th day of June, 2012 Firm Registration No.302049E

RAJIV SINGHI

1-B, Old Post Office Street, (Partner)

Kolkata-700 001 Membership No. 53518


Mar 31, 2011

We have audited the attached balance sheet of HINDALCO INDUSTRIES LIMITED as at 31st March, 2011 and also the profit and loss account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our Audit.

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

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

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

1) 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;

2) 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;

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

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

5) 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;

6) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with significant accounting policies in Schedule 19 and notes appearing thereon give the information required by the Companies Act, 1956 (as amended) 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, 2011;

(b) In the case of the Profit and Loss Account, of the Profit for the year ended on that date; and

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

ANNEXURE TO THE AUDITORS' REPORT

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

(b) Fixed Assets have been physically verified by the management according to a phased program designated to cover all items over a period of three years which in our opinion is, reasonable having regard to size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets have been physically verified by the management during the year and no material discrepancies between book record and physical inventory has been noticed.

(c) No substantial part of fixed assets has been disposed of during the year, which has bearing on the going concern assumption.

II. (a) Physical verification of inventory, (except stocks in transit and stocks lying with third parties, confirmation for which has been obtained) have been conducted at reasonable intervals during the year by the management/ outside agencies.

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

(c) The Company has maintained proper records of inventory. No material discrepancies were noticed on physical verification.

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

(b) The Company has not taken any loans, secured or unsecured from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

IV. On the basis of checks carried out during the course of audit and as per explanations given to us, we are of the opinion that 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 and services. During the course of our audit, no major weakness has been noticed or reported in the internal controls.

V. In our opinion and according to the information and explanations given to us, there are no contracts or arrangements referred to in Section 301 of the Companies Act, 1956, particulars of which needs to be entered into register maintained under Section 301 of the Act. Accordingly, clause 4(v)(b) of the Order is not applicable.

VI. The Directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA and other relevant provisions of the Companies Act, 1956 and the rules framed there-under have been complied with in respect of deposits accepted from the public. We have been informed that, no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any other Court or Tribunal in this regard.

VII. The Company has an internal audit system, which in our opinion is commensurate with the size and nature of the business.

VIII. The Company has maintained proper cost records as prescribed by Central Government under Section 209 (1) (d) of the Companies Act, 1956 for the products of the Company but no detailed examination of such records has been carried out by us.

IX. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee's State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities. According to the information and explanations given to us no undisputed statutory dues as above were outstanding as at 31st March, 2011 for a period of more than 6 months from the date they became payable.

(b) According to the information and explanations given to us, the dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Excise Duty, Service Tax and Cess which have not been deposited on account of any dispute and the forum where the dispute is pending as on 31st March 2011 are as under:

Name of the Nature of Amount Period to which the amount relates Forum where the disputes Statue Dues (Rs. in Crores) are pending

Central Sales Tax Act Sales Tax 11.66 1986-1987, 1989-1990, 1990-1991, High Court and Local Sales Tax Act 1992-1993, 1995 -1996, 2001-2002 2003-2004

7.98 1998-1999 to 2000-2001, 2002-2003 to Tribunal 2008-2009

32.55 1991-1992, 1994-1995, 1996-1997 to Asst Commissioner/ 2007-2008 Commissioner/ Revisionery Authorities Level

The Central Excise Excise Duty 168.32 2000-2001 to 2007-2008 Supreme Court Act, 1944

274.20 1994-1995, 2000-2001, 2008-2009 to High Court 2010-2011

30.37 1988-1990 to 1991-1992, 1993-1994, Tribunal 2000-2001 to 2010-2011

3.09 2000-2001 to 2009-2010 Asst Commissioner/ Commissioner/ Revisionery Authorities Level

The Service Tax Service Tax 19.62 1997-1998 to 1999-2000, 2004-2005 to Tribunal under the Finance 2010-2011 Act, 1994

7.20 2001-2002, 2005-2006, 2006-2007, Asst Commissioner/ 2008-2009 to 2010-2011 Commissioner/ Revisionery Authorities Level

The Custom Act , 1962 Customs Act 18.32 2003-2004 to 2006-2007 Asst Commissioner/ Commissioner /Revisionery Authorities Level

Adhosanrachna Chhattisgarh 0.13 2005-2006 to 2010-2011 Supreme Court Vikas Evam Development and Parayavaran Upkar Environment Cess Adhiniyam, 2005

Shakti Nagar Special Cess on Coal 6.30 1997-1998 to 2010-2011 Supreme Court Area Development Authority

Income Tax Act 1961 Income Tax 14.56 1996-1997 ITAT

X. The Company does not have any accumulated losses and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

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

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.

XIII. The Company is not a chit fund or a nidhi/mutual benefit fund/ society.

XIV. The Company is not in the business of dealing or trading in shares. The Company has maintained proper records of transactions and contracts in respect of Shares, Securities, Debentures and other Investments and timely entries have been made therein. The Shares, Securities, Debentures and other Investments have been held by the Company, in its own name except to the extent of exemption, granted under Section 49 of the Companies Act, 1956.

XV. In our opinion and according to the information and explanations given to us, the terms and conditions on which the Company has given corporate guarantees for loans taken by its Subsidiaries and Joint Ventures from Banks and Financial Institutions (including foreign banks) are not prima facie prejudicial to the interest of the Company.

XVI. Based on information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained though unutilized funds which were not required for immediate use for capital expenditure have been temporarily invested in mutual funds / bank deposit.

XVII.According to the information and explanations given to us and on the basis of our overall examination of the Balance Sheet and Cash Flow Statement, we report that no funds raised on short term basis have been used for long term investment of the Company.

XVIII.During the year under audit, the Company has not made any preferential allotment of Shares to parties and Companies covered under register maintained under Section 301 of the Companies Act, 1956.

XIX. During the year under audit, the Company has neither issued any debentures nor was any debentures outstanding at the year end.

XX. The Company has not raised any money by Public Issues during the year.

XXI. During the course of our examination of the books and records of the Company, carried out in accordance with the Generally Accepted Auditing Practice in India, and according to the information and explanations given to us, we report that following fraud has been detected during the year.

"Duty Entitlement Pass Book and Vishesh Krishi Gram Udyog Yojna licenses for Rs 48.43 crore, purchased by the Company from market and used for payment of custom duty on import of raw material, were purportedly claimed to be fake and are being investigated by Directorate of Revenue Intelligence (DRI) Ahmedabad. The Company has voluntarily paid entire amount to the Custom Authorities with interest of Rs. 10.11 crore. The total amount paid Rs. 58.54 crore has been charged to Profit & Loss Account during the year. The Company has initiated legal action against the seller."

For SINGHI & CO., Camp: Mumbai Chartered Accountants

Dated: The 30th day of May, 2011 Firm Registration No.302049E

RAJIV SINGHI

1-B, Old Post Office Street, (Partner)

Kolkata-700 001 Membership No. 53518


Mar 31, 2010

We have audited the attached balance sheet of HINDALCO INDUSTRIES LIMITED as at 31st March, 2010 and also the 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, as amended by the Companies (Auditors 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 as Annexure, a statement on the matters specified in the paragraphs 4 and 5 of the said order. Further to our comments in the Annexure referred above, we report that:

1) 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;

2) 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;

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

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

5) On the basis of the written representations received from the directors as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31s 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;

6) Without qualifying our opinion, attention is drawn to the following :-

As referred in Note no 20 of Schedule 19, the Company has partially adopted Accounting Standard (AS) 30 on Financial Instruments : Recognition and Measurement, in so far as it relates to derivative accounting, from 1s April, 2009. Accordingly, net loss arising on fair valuation of outstanding derivatives as on 1st April, 2009 amounting to Rs. 230.58 crores (net of deferred tax of Rs.118.73 crores) has been adjusted against general reserve following transitional provisions. Accounting for all derivatives from 1st April, 2009 have been done as prescribed under the AS. Accordingly, net gain / (loss) of Rs. (236.12) crores , Rs. 167.75 crores and Rs. 246.09 crores for the year ended 31st March, 2010 have been included under Sales and Raw Materials Consumed & Other Expenses (in Manufacturing and Other Expenses), respectively, with consequential impact on profit for the year ended 31s March,2010.

In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with significant accounting policies in Schedule 19 and notes appearing thereon give the information required by the Companies Act, 1956 (as amended) 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, 2010;

(b) In the case of the Profit and Loss Account, of the Profit for the year ended on that date; and

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

ANNEXURE TO THE AUDITORS REPORT

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

(b) Fixed Assets have been physically verified by the management according to a phased program designated to cover all items over a period of three years which in our opinion is, reasonable having regard to size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets have been physically verified by the management during the year and no material discrepancies between book record and physical inventory has been noticed.

(c) No substantial part of fixed assets has been disposed of during the year, which has bearing on the going concern assumption.

(a) Physical verification of inventory, (except stocks in transit and stocks lying with third parties, confirmation for which has been obtained) have been conducted at reasonable intervals during the year by the management/ outside agencies.

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

(c) The Company has maintained proper records of inventory. No material discrepancies were noticed on physical verification.

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

(b) The Company has not taken any loans, secured or unsecured from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

IV On the basis of checks carried out during the course of audit and as per explanations given to us, we are of the opinion that 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 and services. During the course of our audit, no major weakness has been noticed or reported in the internal controls.

V In our opinion and according to the information and explanations given to us, there are no contracts or arrangements referred to in Section 301 of the Companies Act, 1956, particulars of which needs to be entered into register maintained under Section 301 of the Act. Accordingly, clause 4(v)(b) of the Order is not applicable.

VI The Directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA and other relevant provisions of the Companies Act, 1956 and the rules framed there-under have been complied with in respect of deposits accepted from the public. We have been informed that, no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any other Court or Tribunal in this regard.

VII The Company has an internal audit system, which in our opinion is commensurate with the size and nature of the business.

VIII The Company has maintained proper cost records as prescribed by Central Government under Section 209 (1) (d) of the Companies Act, 1956 for the products of the Company but no detailed examination of such records has been carried out by us.

IX (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, ncome Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities. According to the information and explanations given to us no undisputed statutory dues as above were outstanding as at 31st March, 2010 for a period of more than 6 months from the date they became payable.

(b) According to the information and explanations given to us, the dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Excise Duty, Service Tax and Cess which have not been deposited on account of any dispute and the forum where the dispute is pending as on 31st March 2010 are as under:

Name of the Nature of Amount Statue Dues (Rs in Crores)

Central Sales Tax Act Sales Tax 0.68 and Local Sales Tax Act

6.29

29.79

The Central Excise Excise Duty 155.31 Act, 1944 22.86

23.28

2.51

The Service Tax Service Tax 17.88 under the Finance Act, 1994

6.02

The Custom Act,1962 Customs Act 18. 13

Adhosanrachna Chhattisgarh 0.18 Vikas Exam Development and Parayavaran Upkar Environment Cess Adhiniyam, 2005

Shako Nagar Special Cess on Coal 5.16 Area Development Authority



Name of the Period to which the amount relates Forum where the disputes are pending

Central Sales Tax Act and Local Sales Tax Act 1986-1987, 1989-1990 to 1990- 1991, The High Court 1992-1993, 1995-1996 , 2001 - 2002 and 2003-2004

1998-1999 to 2000-2001, 2002-2003 to Tribunal 2004-2005

1991-1992, 1994-1995, 1996-1997 to Asst Commissioner/ 2007-2008 Commissioner/Revisionery Authorities Level

The Central Excise Act, 1944 2000-2001 and 2001-2002 The Supreme Court 1994 - 1995, 2000- 2001 The High Court

1998 - 1999, to 2008- 2009 Tribunal

1988-1989 1989-1990 and 1991-1992 Asst Commissioner/ to 2008-2009 Commissioner/Revisionery Authorities Level

The Service Tax under the Finance Act,1994 1997- 1998 to 2000-2001 and 2004-2005 to Tribunal 2008-200

2006-2007 and 2008-2009 Asst Commissioner/ Commissioner/Revisionery Authorities Level

The Custom Act,1962 2004-2005 to 2006- 2007 Asst Commissioner/ Commissioner/Revisionery Authorities Level

Adhosanrachna Vikas Exam arayavaran Upkar Adhiniyam, 2005 2008- 2009 The High Court

Shako Nagar Special Area Development Authority 1997 -1998 The High Court

X The Company does not have any accumulated losses and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

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

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.

XIII The Company is not a chit fund or a nidhi/mutual benefit fund/ society.

XIV The Company is not in the business of dealing or trading in shares. The Company has maintained proper records of transactions and contracts in respect of Shares, Securities, Debentures and other Investments and timely entries have been made therein. The Shares, Securities, Debentures and other Investments have been held by the Company, in its own name except to the extent of exemption, granted under Section 49 of the Companies Act, 1956.

XV In our opinion and according to the information and explanations given to us, the terms and conditions on which the Company has given corporate guarantees for loans taken by its Subsidiaries and Joint Ventures from Banks and Financial Institutions (including foreign banks) are not prima facie prejudicial to the interest of the Company.

XVI Based on information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained though unutilized funds which were not required for immediate use for capital expenditure have been temporarily invested in mutual funds / bank deposit.

XVII According to the information and explanations given to us and on the basis of our overall examination of the Balance Sheet and Cash Flow Statement, we report that no funds raised on short term basis have been used for long term investment of the Company.

XVIII During the year under audit, the Company has not made any preferential allotment of Shares to parties and Companies covered under register maintained under Section 301 of the Companies Act 1956.

XIX During the year under audit, the Company has neither issued any debentures nor any debentures were outstanding at the year end.

XX The Company has not raised any money by Public Issues during the year. However, the Company has raised Rs. 2,790.10 crores through Qualified Institutions Placement ( QIP ) by allotting 213,147,391 Equity Shares at a price of Rs. 130.90 per share and has disclosed the end use of money received from QIP in note no.16 (b) of Schedule 19 on notes on accounts and the same has been verified by us.

XXI During the course of our examination of the books and records of the Company, carried out in accordance with the Generally Accepted Auditing Practice 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 cases by the management.

For SINGHI & CO.,

Camp: Mumbai Chartered Accountants

Dated: The 4th day of June, 2010 Firm Registration No.302049E RAJIV SINGHI

1-B, Old Post Office Street, (Partner)

Kolkata-700 001 Membership No. 53518

Find IFSC