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Auditor Report of Ind-Swift Ltd.

Mar 31, 2018

To the Members of Ind-Swift Limited, Chandigarh.

We have audited the accompanying standalone Ind-AS financial statements of IND-SWIFT LIMITED ("the Company"), which comprises the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss , Statement of Cash Flows and the Statement for changes in Equity for the year then ended, include and a summary of significant accounting policies and other explanatory information. (Hereinafter referred to as ''standalone Ind-AS financial statements'').

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act")with respect to the preparation and presentation of these standalone Ind-AS financial statements that gives a true and fair view of the financial position, financial performance, cash flows and changes in equity of the Company in accordance with accounting principles generally accepted in India, including the Indian Accounting Standards(Ind-AS) specified under section 133 of the Act, read with relevant rules there. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control 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, 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 standalone Ind-AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and 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 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 qualified audit opinion on the standalone financial statements.

Basis for the Qualified Opinion

1. The company has not provided interest on cash credit, term loans, working capital term loans and funded interest term loans with some banks since these banks have not charged interest on these accounts post such accounts becoming NPAs. The unaccounted interest liability in respect of the same for the financial year2017-18 is Rs.153.63 Cr. (Refer Note No.34 of Notes to Accounts)

Had the provision for the same been made, the loss for the year and accumulated losses would have been higher by Rs. 153.63 cr.

Our opinion is qualified in respect of above.

2. The company has not booked Interest on Fixed Deposit during the year for Rs. 227.99 Lakhs as per the scheme approved by Company Law Board. (Refer Note No.33 (ii) of Notes to Accounts)

Had the provision for the same been made, the loss for the year and accumulated losses would have been higher by Rs. 227.99 lakhs.

Our opinion is qualified in respect of above.

3. The management is in process of getting an impairment study done in respect of units where the activities have been suspended (refer note no. 41(ii) of notes to accounts). In view of this impairment loss in respect of these units have not been provided in accounts, being not ascertainable.

We are unable to comment on the resultant impact on the assets.

Our opinion is qualified in respect of above.

Qualified Opinion

in our opinion and to the best of our information and according to the explanations given to us, except for the effects matter described in the Basis for the Qualified Opinion paragraph above, the aforesaid standalone Ind-AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, its Loss , total comprehensive income its cash flows and changes in equity for the year ended on that date.

Emphasis of Matters

Without qualifying our opinion, we draw attention to the following matters in the Notes to the standalone Ind-AS financial statements:

a) As per the Provisions of the Companies Act, 1956 (Further amended to Companies act 2013), the company has got its fixed Deposit Scheme restructured vide order No. C.P 27/02/2013, dated 30.09.2013 of Company Law Board. However the company has again filed application with NCLT to again restructure the repayment schedule of Fixed Deposits which was rejected by NCLT against which the company has moved appeal with NCLAT. The matter is still under sub-judice with NCLAT as on balance sheet date. (Refer Note. No. 33(i) of ind-AS Financial Statements).

b) As on 31.03.2018 Nine Banks/ Financial institutions have transferred their entire Loan Portfolio to their respective Assets Reconstruction Companies.( Refer Note No. 35.1 of ind-AS Financial Statements).

(c) During the year in pursuance of ind AS -18 " Revenue Recognition" the company has booked income of Rs. 658.19 Lakhs on account of One time Settlement with iFCi Factors Ltd. (Refer Note No. 36 of ind-AS Financial Statements).

(d) As on 31.03.2018 Four banks have declared the accounts of the company as NPA. (Refer Note No. 35.2 of ind-AS Financial Statements)

(e) Regarding payment/provisioning of Managerial Remuneration of Rs.360 Lakhs for the financial year ended 31 march 2018, which is in excess of the permissible limit prescribed under section 196,197 & 198 read with Part ii of Schedule V of Companies Act, 2013 during the year which is in addition to the amount already excess paid/provided in the earlier years. Further the company has filed necessary application to Central Government which is pending approval as on date. Pending the ultimate outcome of the above said matter which is presently unascertainable, no adjustments have been recorded in the statement (Refer Note No. 22 & 37 of ind-AS Financial Statements).

(f) During the year the company has provided impairment loss with respect to capital WiP of Diary unit amounting to Rs. 93.93 Lakhs. ( Refer Note no. 41(i) to ind-AS Financial Statements).

(g) During the year the company has made provision for Doubtful Debts amounting to Rs. 3742.66 Lakhs, the same has been included under the head exceptional items in Statement of Profit & Loss. (Refer Note no. 27 to Ind-AS Financial Statements).

(h) During the year company has reversed the interest accrued on Fixed Deposits amounting to Rs. 269.32 Lakhs. (Refer Note no. 33(iii) to ind-AS Financial Statements).

Without qualifying our opinion , we draw attention to the following matters in the Notes to the Standalone Ind-AS financial Statements:

The Comparative Financial information of the company for the transition date opening balance sheet as at 01^st April 2016 and for the year ended 31.3.2017 included in these standalone ind-AS Financial statements , are based on the previously issued statutory financial statements prepared in accordance with the companies( Accounting Standards) Rules 2006 audited by the predecessor auditors whose report expressed an qualified opinion on those standalone financial statements ,as adjusted for the differences in the accounting principles adopted by the company on the transition to the ind-AS, which have been audited by us.

Report on Other Legal and Regulatory Requirements

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

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

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

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

(c) The Balance Sheet, Statement of Profit and Loss including other comprehensive income, 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 Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

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

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure 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 litigations on its financial position in its financial statements - Refer Note 26 to the financial statements;

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

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

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

(b) According to information and explanations given by the management, the company has a system of physical verification of all its fixed assets over a period of four years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) According to information and explanations given by the management, the title deeds of immovable properties included in fixed assets are held in the name of the Company. Except in case of the following immovable properties where the title deeds are not in the name of the company:

In case of land:

No. of

cases

Leasehold/

Freehold

Gross Block as at 31^st March, 2018

Net Block as at 31^st March, 2018

Remarks

Leasehold

Rs. 12.00 Lakhs

Rs. 4.25 Lakhs

Lease hold land PLOT NO. 781, iND-AREA,PH-2, CHANDiGARH

Leasehold

Rs.18.25 Lakhs

Rs.7.68 Lakhs

Lease hold land PLOT NO. 42, iND-AREA,PH-2, CHANDiGARH

(ii) As explained to us, the inventories, excluding stocks with some of the third parties, were physically verified during the year by the management at reasonable intervals and no material discrepancies were noticed on physical verification. In respect of inventories lying with third parties, these have substantially been confirmed by them.

(iii) According to the information and explanation given to us, the Company has granted loans, secured or unsecured to Companies, firms or other parties covered in the register maintained u/s 189 of the Companies Act, 2013.

a) in our opinion the terms and conditions of the grant of such loans are not prejudicial to the interest of the company.

b) The principle and interest due on loan to Swift Fundamental Research & Education Society (SFRE) are not received by the company as stipulated during the year and no interest has been provided on loan to SFRE during the year.

c) According to the information & explanations given to us, the company has taken reasonable steps to recover the amount from Swift Fundamental Research & Education Society and such loan is overdue by Rs. 61.33 crores for more than 90 days.

(iv) in our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, in respect of loans, investments, guarantees and security made.

(v) in our opinion and according to the information and explanations given to us, under the Provisions of the Companies Act, 1956 (Further amended to Companies act 2013), the company has got its fixed Deposit Scheme restructured vide order No. C.P 27/02/2013, dated 30.09.2013 of Company Law Board. However the company has again filed application with NCLT to again restructure the repayment schedule of Fixed Deposits which was rejected by NCLT against which the company has moved appeal with NCLAT. The matter is still under sub-judice with NCLAT as on balance sheet date

(vi) The maintenance of cost records has been specified by the Central Government Under sub section (1) of section 148 of the act. We have broadly reviewed the cost records maintained by the Company pursuant to the companies( Cost records and audit) Rules 2014, as amended , prescribed by the Central Government under sub-section (1) of section 148 of the act and are of the opinion that, prima facie the prescribed cost records have been made and maintained. We have however not made a detailed examination of the cost records with a view to determine whether they are accurate or not.

(vii) According to information and explanations given to us in respect of Statutory Dues;

a) According to the information and explanations given to us and the records of the company examined by us, the company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State insurance, income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Value added tax, Cess, GST and other material statutory dues applicable to it, with appropriate authorities. We are informed that there are some undisputed statutory dues as at the year end outstanding for a period of more than six months from the date they became payable, which are, Provident fund Rs.39.14 lakhs, Employees State insurance for Rs.94.50 lakhs, Entry Tax for Rs. 122.66 lakhs, Service tax Rs. 27.59 lakhs, Excise duty Rs. 43.50 Lakhs.

b) the dues outstanding of income-tax, sales-tax, , service tax, duty of custom, duty of excise ,value added tax and cess on account of any dispute, are as follows:

Name of the Statute	Nature of Dues	Amount (In Rs Lakhs)	Period to which the amount relates	Forum where dispute is pending
SERVICE TAX	SERVICE TAX AND PENALTY DEMAND	62.39	2007-2008 TO 20102011	CESTAT, CHANDIGARH
SERVICE TAX	SERVICE TAX DEMAND	13.38	2012-2013	COMMISSIONER (APPEALS) LUDHIANA
SERVICE TAX	SERVICE TAX DEMAND	71.81	2013-2014	COMMISSIONER (APPEALS) LUDHIANA
SERVICE TAX	SERVICE TAX DEMAND	4.75	2013-14 TO 2014-2015	COMMISSIONER (APPEALS) LUDHIANA
SERVICE TAX	SERVICE TAX DEMAND	5.56	2014-2015	COMMISSIONER (APPEALS) LUDHIANA
SERVICE TAX	SERVICE TAX DEMAND	25.12	2013-2014	COMMISSIONER (APPEALS) LUDHIANA
SERVICE TAX	SERVICE TAX AND PENALTY DEMAND	41.00	2009-2010 TO 20102011	COMMISSIONER (APPEALS) LUDHIANA
SERVICE TAX	SERVICE TAX DEMAND	14.56	2011-2012	COMMISSIONER (APPEALS) LUDHIANA
SERVICE TAX	SERVICE TAX DEMAND	12.58	2011-2012	COMMISSIONER (APPEALS) LUDHIANA
SERVICE TAX	SERVICE TAX DEMAND	2.17	2010-2011	CESTAT, CHANDIGARH
SERVICE TAX	SERVICE TAX DEMAND	7.29	2013-2014 & 2014-2015	COMMISSIONER (APPEALS) LUDHIANA
INCOME TAX ACT 1961	INCOME TAX DEMAND	425.47	2005-2006	PUNJAB & HARYANA HIGH COURT
INCOME TAX ACT 1961	PENALTY DEMAND	104.46	2005-2006	COMMISSIONER (APPEALS) GURGAON
INCOME TAX ACT 1961	PENALTY DEMAND	46.23	2006-2007	COMMISSIONER (APPEALS) GURGAON
BENGAL VAT ACT	SALES TAX DEMAND	36.29	2009-2010	SALES TAX TRIBUNAL (KOLKATA)
BENGAL VAT ACT	SALES TAX DEMAND	90.48	2010-2011	SALES TAX TRIBUNAL (KOLKATA)
BENGAL VAT ACT	SALES TAX DEMAND	197.98	2011-2012	SALES TAX TRIBUNAL (KOLKATA)
U.P. VAT ACT	SALES TAX DEMAND	1.06	2014-2015	SALES TAX TRIBUNAL (LUCKNOW)
M.P. VAT ACT	SALES TAX DEMAND	4.41	2013-2014	SALES TAX TRIBUNAL (INDORE)
BENGAL VAT ACT	SALES TAX DEMAND	7.79	2011-2012	SALES TAX TRIBUNAL (KOLKATA)
CHANDIGARH VAT ACT	SALES TAX DEMAND	590.53	2011-2012	SALES TAX TRIBUNAL (CHANDIGARH)
PUNJAB VAT ACT	SALES TAX DEMAND	36.51	2010-2011	DETC (APPEALS), MOHALI
PUNJAB VAT ACT	SALES TAX DEMAND	24.19	2009-2010	DETC (APPEALS), MOHALI
HIMACHAL PRADESH VAT ACT	SALES TAX DEMAND	80.72	2006-2007	DETC (APPEALS) SHIMLA
CENTRAL EXCISE ACT 1944	DUTY FOR GOODS AND PENALTY	1362.90	2007-08 TO 2013-2014	CESTAT, CHANDIGARH
CENTRAL EXCISE ACT 1944	DUTY FOR GOODS AND PENALTY	15.57	2012-2013	COMMISSIONER (APPEALS) LUDHIANA
CENTRAL EXCISE ACT 1944	CENVAT CREDIT/ REFUND/ PENALTY	38.73	2005-2008	CESTAT, CHANDIGARH
CENTRAL EXCISE ACT 1944	DUTY FOR GOODS AND PENALTY	56.62	1997-1998	CESTAT, CHANDIGARH

(c) in our opinion and according to the information and explanations given to us, the Company has defaulted in repayment of dues to the financial institution, bank or debenture holders. The details of such default are as follows:

Particulars	Amount of default as at 31^st March, 2018 (Rs. In crores)	Period of default	Remarks, if any
bank of India	82.11	More than 3 years	The same has been declared as NPA by the bank.
CENTRAL BANK OF India	9.56	More than 3 years	The same has been declared as NPA by the bank.
STATE BANK OF India	72.49	More than 3 years	The same has been declared as NPA by the bank.
STATE BANK OF MYSORE	8.00	More than 2 years	The same has been declared as NPA by the bank.

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

(ix) According to the information and explanations given by the management, we report that no fraud by the Company or no fraud on the Company by the officers and employees of the Company has been noticed or reported during the year.

(x) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/ provided the following amounts for managerial remuneration which is in excess of the permissible limits under section 197 read with Schedule V to the Act and the approval granted by the Central Government on application by the company.

Payment/Provision made to:

Director/ WTD/ MD/ Manager

Amount approved by Central Government

Amount due for recovery for the year ending 31 March, 2018

Steps taken to secure the recovery of the amount

Remarks, if any

Rs. 360 Lakhs

nil

The company has applied to the Central Government for the requisite approval.

During the year the company has paid Rs.239.50 Lakhs to Directors as advance which is recoverable /to be settled in addition to the amount paid in the previous years against the remuneration as and when, approved by the Central Government. Further approval is still pending as on 31.03.2018. ( Refer notes to 39 of Ind-AS Financial Statements)

(xi) In our opinion, the Company is not a Nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.

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

(xiii) According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has complied with the provisions of the Act with respect to shares issued under preferential allotment during the year.

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

(xv) the Company is not required to be registered under section 45 iA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company.

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

To the Members of Ind-Swift Limited

We have audited the internal financial controls over financial reporting of Ind-Swift Limited ("the Company") as of March 31, 2018 in conjunction with our audit of the standalone Ind-AS financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of internal Financial Controls Over Financial Reporting issued by the institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor''s Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of internal Financial Controls Over Financial Reporting issued by the institute of Chartered Accountants of India.

For Jain & Associates

Chartered Accountants

(Regd No.: 001361N)

S.C Pathak

Partner

Membership No.: 010194

Place : Chandigarh

Date : 30.05.2018

Mar 31, 2015

We have audited the accompanying financial statements of Ind- Swift Limited, which comprise the Balance Sheet as at March 31, 2015, and the Statement of Profit and Loss and Cash Flow Statement for the year ended on March 31, 2015 and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements and notes of accounts 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 read with and subject to notes on accounts:

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

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

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

Emphasis of matters

1. No provision has been made in accounts with respect to sundry debtors amounting to Rs. 63.39 cr outstanding for more than three years which are doubtful of recovery (refer note no. 30 of notes to accounts) and are not recoverable in normal course of business.

Had the provision for the same been made, the loss for the year and accumulated losses would have been higher by Rs. 63.39 cr.

Our opinion is qualified in respect of above.

2. The company has not provided interest on cash credit, term loans, working capital term loans and funded interest term loans with some banks since these banks have not charged interest on these accounts post such accounts becoming NPAs. The unaccounted interest liability in respect of the same for the financial year is Rs. 85.48 cr. (Refer note no. 37 of notes to accounts)

Had the provision for the same been made, the loss for the year and accumulated losses would have been higher by Rs. 85.48 cr.

Our opinion is qualified in respect of above.

3. The management is in process of getting an impairment study done in respect of units where the activities have been suspended (refer note no. 39 of notes to accounts). In view of this impairment loss in respect of these units have not been provided in accounts, being not ascertainable.

Our opinion is qualified in respect of above.

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 Companies Act 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.

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

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

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

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in Section 133 of the Companies Act, 2013;

e) on the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015 from being appointed as a director in terms of sub-section (2) of section 164 of the Companies Act, 2013.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Ind- Swift Limited on the accounts of the company for the year ending on March 31, 2015.

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

(b) According to information and explanations given to us, the Company has a system of physical verification of all its fixed assets once in a year, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No serious discrepancies were noticed on such verification.

(ii) (a) As explained to us, the stocks of stores, spare parts, raw materials and finished goods have been physically verified by the management at regular intervals during the year.

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

(c) In our opinion & according to the information & explanations given to us and on the basis of our examination of the records of inventory, the company is maintaining proper records of its inventory. The discrepancies noticed on physical verification of stocks of stores, spare parts, raw material and finished goods were not significant in relation to the operations of the Company and the same have been properly dealt with in the books of accounts.

(iii) According to the information and explanation given to us, the Company has granted loans, secured or unsecured to Companies, firms or other parties covered in the register maintained u/s 189 of the Companies Act, 2013.

(a) The repayment of principle and interest are regular except in case of loan to Swift Fundamental Research & Education Society where no interest has been provided during the year.

(b) According to the information & explanations given to us, the company has taken reasonable steps to recover the amount from Swift Fundamental Research & Education Society

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of stores, raw materials including components, plant and machinery, equipment and other assets and for the sale of goods and services.

(v) In our opinion and according to the information and explanations given to us, the company has not complied with the provisions of Section 73 TO 76 of the Companies Act 2013 and the Companies (Acceptance of Deposits ) Rules, 2014 with regard to the repayment of the deposits accepted from the public and maintenance of liquid assets. The Hon'ble Company Law Board restructured Fixed Deposit Scheme of the company vide its order dated 30.09.2013. The Restructured Repayment schedule is being adhered to by the company. Company has filed an application to Central Government (Ministry of Corporate Affairs) for relaxation of provision to maintain liquid assets (15% of Deposits maturing in the next Financial Year). The Application is still pending.

(vi) The Company is required to maintain cost records under sub-section (1) of section 148 the Companies Act, 2013 for the products of the company and according to the information & explanations given to us , the company has maintained proper records as prescribed by the Central Government but we have not carried out the examination of these records.

(vii) (a) According to the information and explanations given to us and the records of the company examined by us, the company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it, with appropriate authorities. We are informed that there are no undisputed statutory dues as at the year end outstanding for a period of more than six months from the date they became payable, except Tax Deducted at Source under Income Tax Act for Rs. 30.48 lacs, Provident fund Rs 9.47 lacs, Employees State Insurance for Rs.23.08 lacs , Entry Tax for Rs. 97.83 lacs.

(b) According to the information and explanations given to us and the records of the company examined by us, there are no disputed dues as referred of Income Tax, Sales Tax, Service Tax, Wealth Tax, Custom Duty and Excise Duty and Cess matters, except the dispute referred in Note No. 28(c) &28(d) of Notes on Financial Statements.

(c) According to the information and explanations given to us, the company has transferred its unpaid dividend to Investors Education and Protection Fund as required by the provisions of Companies Act 1956.

(viii) The company's accumulated losses at the end of the financial year are in excess of 50% of its net worth. The company has incurred cash losses during the financial year and in the immediately preceding financial year.

(ix) According to the records of the company examined by us and the information and explanations given to us, the company during the year has defaulted in repayment of dues to Banks/ financial institutions amounting to Rs, 78.52 Crores as principal and Rs. 77.98 Crores as interest.

(x) In our opinion and according to the information & explanations given to us, the terms and conditions on which the company has given guarantees during the year for loans taken by others from banks or financial institutions are prima facie not prejudicial to the interest of the company.

(xi) In our opinion and according to the explanations given to us, the term loans taken during the year have been applied for the purpose for which they were obtained.

(xii) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit for the year ended March 31, 2015.

for J.K. JAIN & ASSOCIATES CHARTERED ACCOUNTANTS

Place: Chandigarh J. K. JAIN Date : 04.05.2015 (Partner) M. No.083140

Mar 31, 2014

We have audited the accompanying financial statements of Ind- Swift Limited, which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow State- ment for the year ended on March 31, 2014 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 accord- ance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. This responsi- bility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in ac- cordance 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 evi- dence about the amounts and disclosures in the financial state- ments. The procedures selected depend on the auditor''s judg- ment, including the assessment of the risks of material misstate- ment 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 presenta- tion of the financial statements in order to design audit proce- dures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and accord- ing to the explanations given to us, the financial statements and notes of accounts 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 read with and subject to notes on accounts:

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

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

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

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in para- graphs 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 nec- essary for the purpose of our audit;

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

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

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

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

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Ind- Swift Limited on the accounts of the company for the year ending on March 31, 2014.

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

(b) According to information and explanations given to us, the Company has a system of physical verification of all its fixed assets once in a year, which in our opinion is reasonable having regard to the size of the Com- pany and the nature of its assets. No serious discrepan- cies were noticed on such verification.

(c) During the year, company has not disposed off any sub- stantial / major part of fixed assets.

(ii) (a) As explained to us, the stocks of stores, spare parts, raw materials and finished goods have been physically verified by the management at regular intervals during the year.

(b) In our opinion and according to information & explana- tions given to us, the Procedure of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion & according to the information & expla- nations given to us and on the basis of our examination of the records of inventory, the company is maintaining proper records of its inventory. The discrepancies noticed on physical verification of stocks of stores, spare parts, raw material and finished goods were not significant in relation to the operations of the Company and the same have been properly dealt with in the books of accounts.

(iii) (a) According to the information and explanation given to us, the Company has granted loans, secured or unse- cured to Companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956. As regards the loan given, Company has granted loan to four parties and the balance outstanding as on March 31, 2014 of Balance Sheet is Rs.6213.46 lacs.

(b) According to the information & explanations given to us, the loans granted are unsecured and in our opinion, the terms & conditions of loans granted, are not prima facie prejudicial to the interests of the company.

(c) According to the information & explanations given to us, the company as well as the parties to whom loan have been given are regular in repayment of principal amount and payment of interest as stipulated.

(iv) In our opinion and according to the information and ex- planations given to us, there are adequate internal con- trol procedures commensurate with the size of the Com- pany and the nature of its business with regard to purchase of stores, raw materials including components, plant and machinery, equipment and other assets and for the sale of goods.

(v) In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956.

(a) To the best of our knowledge and belief and according to the information and explanations given to us, the trans- actions that needed to be entered into the register have been so entered.

(b) According to the information and explanations given to us, the transactions exceeding Rs.5,00,000/-(Rupees five lacs only) have been made at prices, which are prima facie, reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and ex- planations given to us, the company has not complied with the provisions of Section 58A and 58 AA of the Compa- nies Act 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the repayment of the deposits accepted from the public and maintenance of liquid assets. The Hon''ble Company Law Board restructured Fixed Deposit Scheme of the company vide its order dated 30.09.2013. The Restructured Repayment schedule is being adhered to by the company. Company has filed an application to Central Gov- ernment (Ministry of Corporate Affairs) for relaxation of pro- vision to maintain liquid assets (15% of Deposits maturing in the next Financial Year). The Application is still pending.

(vii) In our opinion, Internal Audit System followed by the man- agement is commensurate with the size of the company and nature of its business.

(viii) The Company is required to maintain cost records under section 209 (1)(d) of the Companies Act, 1956 for the prod- ucts of the company and according to the information & explanations given to us , the company has maintained proper records as prescribed by the Central Government but we have not carried out the examination of these re- cords.

(ix) (a) According to the information and explanations given to us and the records of the company examined by us, the com- pany has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Educa- tion Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it, with appropriate authorities. We are informed that there are no undisputed statutory dues as at the year end out- standing for a period of more than six months from the date they became payable, except Tax Deducted at Source under Income Tax Act.

(b) According to the information and explanations given to us and the records of the company examined by us, there are no disputed dues as referred of Income Tax, Sales Tax, Service Tax, Wealth Tax, Custom Duty and Excise Duty and Cess matters, except the dispute referred in Note No. 28(c) &28(d) of Notes on Financial Statements.

The company has accumulated losses as at the end of the financial year ending as on March 31, 2014 .The company has also incurred cash losses of Rs. 85.68 crores during the year ending on March 31, 2014 (Previous Year Rs. 92.11 Crores)

(xi) According to the records of the company examined by us and the information and explanations given to us, the company during the year has defaulted in repayment of dues to Banks/ financial institutions amounting to Rs, 25.54 Crores as principal and Rs. 40.10 Crores as interest.

(xii) According to the information & explanations given to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, deben- tures and other securities.

(xiii) The provisions of any special statute as specified under paragraph 4 (xiii) of the Order in respect of nidhi/ mutual benefit fund/ societies are not applicable to the Company.

(xiv) In our opinion and according to the information & expla- nations given to us, the company has maintained proper records of the transactions relating to dealing in shares, securities & other investments & also entries have been made therein timely. Also all the shares, securities etc. have been held by the company in its own name.

(xv) In our opinion and according to the information & expla- nations given to us, the terms and conditions on which the company has given guarantees during the year for loans taken by others from banks or financial institutions are prima facie not prejudicial to the interest of the company.

(xvi) In our opinion and according to the explanations given to us, the term loans taken during the year have been applied for the purpose for which they were obtained.

(xvii) According to the information & explanations given to us and on overall examination of the balance sheet of the company, we report that short term funds have not been used to finance long term investments and vice versa.

(xviii) The company has made preferential allotment of shares of Rs. 83.37 Lacs at a premium of Rs. 646.13 Lacs to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 during the year.

(xix) During the year, since the company has not issued any de- bentures, paragraph 4 (xix) of the Order is not applicable.

(xx) During the year, since the company has not raised any money by way of public issue, paragraph 4 (xx) of the Or- der is not applicable.

(xxi) Based upon the audit procedures performed and informa- tion and explanations given by the management, we re- port that no fraud on or by the company has been noticed or reported during the course of our audit for the year ended March 31, 2014.

for J.K. JAIN & ASSOCIATES CHARTERED ACCOUNTANTS

Place: Chandigarh J. K. JAIN Date : 04.06.2014 (Partner) M. No.083140

Mar 31, 2013

We have audited the accompanying financial statements of Ind-Swift Limited, which comprise the Balance Sheet as at 31st March, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the nine months Period ended on 31st March, 2013, and a summary of significant accounting policies and other explanatory information.

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

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

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 Profit and Loss Account, of the loss for the period ended on that date; and

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

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

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

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

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

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (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.

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

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Ind Swift Limited on the accounts of the company for the nine months Period ending on 31st March, 2013.

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

(b) According to information and explanations given to us, the Company has a system of physical verification of all its fixed assets once in a year, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets . No serious discrepancies were noticed on such verification.

(c) During the period, company has not disposed off any substantial / major part of fixed assets.

(ii) (a) As explained to us, the stocks of stores, spare parts, raw materials and finished goods have been physically verified by the management at regular intervals during the period.

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

(c) In our opinion & according to the information & explanations given to us and on the basis of our examination of the records of inventory, the company is maintaining proper records of its inventory. The discrepancies noticed on physical verification of stocks of stores, spare parts, raw material and finished goods were not significant in relation to the operations of the Company and the same have been properly dealt with in the books of accounts.

(iii) (a) According to the information and explanation given to us, the Company has granted loans, secured or unsecured to Companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956. As regards the loan given, Company has granted loan to parties and the balance outstanding as on 31st March, 2013 of Balance Sheet is Rs 5623.65 Lacs.

(b) According to the information & explanations given to us, the loans granted are unsecured and in our opinion, the terms & conditions of loans granted, are not prima facie prejudicial to the interests of the company.

(c) According to the information & explanations given to us, the company as well as the parties to whom loan have been given are regular in repayment of principal amount and payment of interest as stipulated.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of stores, raw materials including components, plant and machinery, equipment and other assets and for the sale of goods.

(v) In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956.

(a) To the best of our knowledge and belief and according to the information and explanations given to us, the transactions that needed to be entered into the register have been so entered.

(b) According to the information and explanations given to us, the transactions exceeding Rs.5,00,000/-(Rupees five lacs only) have been made at prices, which are prima facie, reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the company has complied with the directions issued by the Reserve Bank of India and provisions of Section 58A & 58AA of the Companies Act,1956 and the rules framed thereunder with regard to the deposits accepted from the public.

(vii) In our opinion, Internal Audit System followed by the management is commensurate with the size of the company and nature of its business.

(viii) The Company is required to maintain cost records under section 209 (1)(d) of the Companies Act, 1956 for the products of the company and according to the information & explanations given to us , the company has maintained proper records as prescribed by the Central Government but we have not carried out the examination of these records.

(ix) (a) According to the information and explanations given to us and the records of the company examined by us, the company has been regular in depositing undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, cess and other material statutory dues applicable to it. We are informed that there are no undisputed statutory dues as at the year end outstanding for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the company examined by us, there are no disputed dues of Income Tax, FBT, Wealth Tax, Sales Tax, Custom Duty and Excise Duty and cess matters.

(x) The company does not have accumulated losses as at the end of the financial year 31st March, 2013. But the company has incurred cash losses of Rs 92.11 crores during the nine months period ending on 31st March, 2013.

(xi) According to the records of the company examined by us and the information and explanations given to us, the company during the period has not defaulted in repayment of dues to financial institutions or banks.

(xii) According to the information & 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 as specified under paragraph 4 (xiii) of the Order in respect of nidhi/mutual benefit fund/societies are not applicable to the Company.

(xiv) In our opinion and according to the information & explanations given to us, the company has maintained proper records of the transactions relating to dealing in shares, securities & other investments & also entries have been made therein timely. Also all the shares, securities etc. have been held by the company in its own name.

(xv) In our opinion and according to the information & explanations given to us, the terms and conditions on which the company has given guarantees during the year for loans taken by others from banks or financial institutions are prima facie not prejudicial to the interest of the company.

(xvi) In our opinion and according to the explanations given to us, the term loans taken during the year have been applied for the purpose for which they were obtained.

(xvii) According to the information & explanations given to us and on overall examination of the balance sheet of the company, we report that short term funds have not been used to finance long term investments and vice versa.

(xviii) 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 during the period.

(xix) During the period, since the company has not issued any debentures, paragraph 4 (xix) of the Order is not applicable.

(xx) During the period, since the company has not raised any money by way of public issue, paragraph 4 (xx) of the Order is not applicable.

(xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit for the period ended 31st March, 2013.

For J.K. JAIN & ASSOCIATES CHARTERED ACCOUNTANTS

Place: Chandigarh (J. K. JAIN) Date: 28.05.2013 Partner Membership No. 083140

Mar 31, 2011

1. We have audited the attached Balance Sheet of M/s Ind-Swift Limited as at 31st March 2011 and also the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on the same date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. These 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 the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by Companies (Auditor's Report) Order, 2003, and as amended by Companies (Auditors Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraph 4 and 5 of the said order.

4. Further to our comments in the annexure referred to in Paragraph (3) above:- a.) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for purpose of our audit.

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

c.) The Balance Sheet and Profit and Loss Account and Cash Flow Statement referred to in this Report are in agreement with the books of accounts.

d.) In our opinion the Profit and Loss Account and Balance Sheet and cash fow statements comply with the requirements of the accounting standards referred to in Sub Section (3C) of Section 211 of the Companies Act 1956.

e.) During the course of our Audit, we have not come across with any such observation which has any adverse effect on the functioning of the company.

f.) Pursuant to the provisions of sub section (1)(g) of section 274 of the Companies Act 1956, we report as under :

On the basis of written representations received from the Directors 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 of the company in terms of Clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

g.) In our opinion and to the best of our information and according to the explanations given to us, the said statement of accounts read with notes thereon, give the information required by Companies Act, 1956 in the manner as required and give a true and fair view:- a) In 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 31.3.2011 and

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

ANNEXURE TO THE AUDITOR'S REPORT (Referred to in Para (3) of our Report of even date)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. (b) According to information and explanations given to us, the Company has a system of physical verification of all its fixed assets once in a year, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No serious discrepancies were noticed on such verification. (c) During the year, company has not disposed off any substantial/major part of fixed assets.

(ii) (a) As explained to us, the stocks of stores, spare parts,raw materials and fnished goods have been physically verified by the management at regular intervals during the year.

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

(c) In our opinion & according to the information & explanations given to us and on the basis of our examination of the records of inventory, the company is maintaining proper records of its inventory. The discrepancies noticed on physical verification of stocks of stores, spare parts, raw material and fnished goods were not significant in relation to the operations of the Company and the same have been properly dealt with in the books of accounts.

(iii) (a) According to the information and explanation given to us, the Company has taken/granted any loans, secured or unsecured from/to Companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956. Company has taken loan from one party and balance outstanding as on 31st March, 2011 is NIL. As regards the loan given, Company has granted loan to parties and the balance outstanding as on 31st March 2011 of Balance Sheet is Rs.588.94 lacs.

(b) According to the information & explanations given to us, the loans granted are unsecured and in our opinion, the terms & conditions of loans granted, are not prima facie prejudicial to the interests of the company.

(c) According to the information & explanations given to us, the company as well as the parties to whom loan have been given are regular in repayment of principal amount and payment of interest as stipulated.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of stores, raw materials including components, plant and machinery, equipment and other assets and for the sale of goods.

(v) In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956.

(a) To the best of our knowledge and belief and according to the information and explanations given to us, the transactions that needed to be entered into the register have been so entered.

(b) According to the information and explanations given to us, the transactions exceeding Rs.5,00,000/-(Rupees five lacs only) have been made at prices, which are prima facie, reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the company has complied with the directions issued by the Reserve Bank of India and provisions of Section 58A & 58AA of the Companies Act,1956 and the rules framed thereunder with regard to the deposits accepted from the public.

(vii) In our opinion, Internal Audit System followed by the management is commensurate with the size of the company and nature of its business.

(viii) The Company is required to maintain cost records under section 209 (1)(d) of the Companies Act, 1956 for the products of the company and according to the information & explanations given to us, the company has maintained proper records as prescribed by the Central Government but we have not carried out the examination of these records.

(ix) (a) According to the information and explanations given to us and the records of the company examined by us, the company has been regular in depositing undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, cess and other material statutory dues applicable to it. We are informed that there are no undisputed statutory dues as at the year end outstanding for a period of more than six months from the date they became payable. (b) According to the information and explanations given to us and the records of the company examined by us, there are no disputed dues of Income Tax, FBT, Wealth Tax, Sales Tax, Custom Duty and Excise Duty and cess matters.

(x) The company does not have accumulated losses as at the end of the financial year March 31, 2011. Further the company has not incurred any cash losses during the financial year ended March 31, 2011 and in the preceding financial year ended March 31, 2010.

(xi) According to the records of the company examined by us and the information and explanations given to us, the company during the year has not defaulted in repayment of dues to financial institutions or banks.

(xii) According to the information & 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 as specified under paragraph 4 (xiii) of the Order are not applicable to the Company.

(xiv) In our opinion and according to the information & explanations given to us, the company has maintained proper records of the transactions relating to dealing in shares, securities & other investments & also entries have been made therein timely. Also all the shares, securities etc. have been held by the company in its own name.

(xv) In our opinion and according to the information & explanations given to us, the terms and conditions on which the company has given guarantees during the year for loans taken by others from banks or financial institutions are prima facie not prejudicial to the interest of the company.

(xvi) In our opinion and according to the explanations given to us, the term loans taken during the year have been applied for the purpose for which they were obtained.

(xvii) According to the information & explanations given to us and on overall examination of the balance sheet of the company, we report that short term funds have not been used to fnance long term investments and vice versa.

(xviii) 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 during the year.

(xix) During the year, since the company has not issued any debentures, paragraph 4 (xix) of the Order is not applicable.

(xx) During the year, since the company has not raised any money by way of public issue, paragraph 4 (xx) of the Order is not applicable.

(xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit for the year ended March 31, 2011.

For J.K. JAIN & ASSOCIATES

CHARTERED ACCOUNTANTS

Place: Chandigarh (J.K. JAIN)

Date: 31.08.2011 Partner

Membership No. 83140

Mar 31, 2010

1. We have audited the attached Balance Sheet of M/s Ind-Swift Limited as at 31st March 2010 and also the Profit and Loss Ac- count and the Cash Flow Statement of the Company for the year ended on the same date annexed thereto. These financial state- ments are the responsibility of the Compa- nys Management. Our responsibility is to express an opinion on these financial state- ments based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in In- dia. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial state- ments are free of material misstatement. An audit includes examining, on a test basis, ev- idence supporting the amounts and disclo- sures in the financial statements. An audit also includes assessing the accounting prin- ciples used and significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reason- able basis for our opinion.

3. As required by Companies (Auditors Re- port) Order, 2003, and as amended by Companies (Auditors Report) (Amendment) Order, 2004, issued by the Central Govern- ment of India in terms of Section 227 (4A) of the Companies Act, 1956, we annex hereto a statement on the matters speci- fied in paragraph 4 and 5 of the said order.

4. Further to our comments in the annexure referred to in Paragraph (3) above :-

a. We have obtained all the information and explanations which to the best of our knowl- edge and belief were necessary for purpose of our audit.

b. In our opinion, proper books of accounts as required by law have been kept by the Com- pany so far as appears from our examina- tion of such books.

c. The Balance Sheet and Profit and Loss Ac- count and Cash Flow Statement referred to in this Report are in agreement with the books of accounts.

d. In our opinion the Profit and Loss Account and Balance Sheet and cash flow state- ments comply with the requirements of the accounting standards referred to in Sub Sec- tion (3C) of Section 211 of the Compa- nies Act 1956.

e. During the course of our Audit, we have not come across with any such observation which has any adverse effect on the func- tioning of the company.

f. Pursuant to the provisions of sub section (l)(g) of section 274 of the Companies Act 1956, we report as under :

On the basis of written representations re- ceived from the Directors and taken on re- cord by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2010 from being appointed as a Director of the company in terms of Clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

g. In our opinion and to the best of our information and according to the explana- tions given to us, the said statement of accounts read with notes thereon, give the information required by Companies Act, 1956 in the manner as required and give a true and fair view:-

a) In 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 31.3.2010 and

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

ANNEXURE TO THE AUDITORS REPORT (Referred to in Para (3) of our Report of even date)

(i) (a) The Company has maintained proper records snowing full particulars, includ- ing quantitative details and situation of fixed assets.

(b) According to information and explana- tions given to us, the Company has a system of physical verification of all its fixed assets once in a year, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No serious discrepan- cies were noticed on such verification.

(c) During the year, company has not dis- posed off any substantial/major part of fixed assets.

(ii) (a) As explained to us, the stocks of stores, spare parts, raw materials and finished goods have been physically verified by the management at regular intervals dur- ing the year.

(b) In our opinion and according to informa- tion & explanations given to us, the Pro- cedure of physical verification of stocks followed by the management are rea- sonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion & according to the infor- mation & explanations given to us and on the basis of our examination of the re- cords of inventory, the company is main- taining proper records of its inventory. The discrepancies noticed on physical verification of stocks of stores, spare parts, raw material and finished goods were not significant in relation to the operations of the Company and the same have been properly dealt with in the books of ac- counts.

(iii) (a) According to the information and ex- planation given to us, the Company has taken/granted any loans, secured or unsecured from/to Companies, firms or other parties covered in the register main- tained u/s 301 of the Companies Act, 1956. Company has taken loan from one party and balance outstanding as on 31st March. 2010 is Rs. 195.38 Lacs. As re- gards the loan given, Company has been granted loan to one party and the bal-

ance outstanding as on 31st March 2010 of Balance Sheet is Rs. 1056.84 lacs.

(b) According to the information & explana tions given to us, the loans granted are unsecured and in our opinion, the terms & conditions of loans granted, are not pri ma facie prejudicial to the interests of the company.

(c) According to the information & explana- tions given to us, the company as well as the parties to whom loan have been giv- en are regular in repayment of principal amount and payment of interest as stipu- lated.

(iv) In our opinion and according to the in- formation and explanations given to us, there are adequate internal con- trol procedures commensurate with the size of the Company and the nature of its business with regard to purchase of stores, raw materials including com- ponents, plant and machinery, equip- ment and other assets and for the sale of goods.

(v) In respect of transactions entered in the register maintained in pursuance of sec- tion 301 of the Companies Act, 1956.

(a) To the best of our knowledge and belief and according to the information and ex- planations given to us, the transactions that needed to be entered into the register have been so entered.

(b) According to the information and expla- nations given to us, the transactions ex- ceeding Rs.5,00,000/-(Rupees five lacs only) have been made at prices, which are prima facie, reasonable having regard to the prevailing market prices at the rel- evant time.

(vi) In our opinion and according to the information and explanations given to us, the company has complied with the directions issued by the Reserve Bank of India and provisions of Section 58A & 58AA of the Companies Act, 1956 and the rules framed thereunder with regard to the deposits accepted from the public.

(vii) In our opinion, Internal Audit System fol- lowed by the management is commen- surate with the size of the company and nature of its business.

(viii) The Company is required to maintain cost records under section 209 (l)(d) of the Companies Act ,1956 for the products of the company and according to the in- formation & explanations given to us , the company has maintained proper records as prescribed by the Central Government but we have not carried out the examina- tion of these records.

(ix) (a) According to the information and explanations given to us and the records of the company examined by us, the company has been regular in depositing undisputed statutory dues including Prov- ident Fund, Investor Education Protection Fund, Employees State Insurance, In- come Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, cess and other material statutory dues applicable to it. We are in- formed that there are no undisputed stat- utory dues as at the year end outstanding for a period of more than six months from the date they became payable.

(b) According to the information and expla- nations given to us and the records of the company examined by us, there are no disputed dues of Income Tax, FBT. Wealth Tax, Sales Tax, Custom Duty and Excise Duty and cess matters.

(x) The company does not have accumulated losses as at the end of the financial year March 31, 2010. Further the company has not incurred any cash losses during the financial year ended March 31, 2010 and in the preceding financial year ended March 31, 2009.

(xi) According to the records of the company examined by us and the information and explanations given to us, the company during the year has not defaulted in re- payment of dues to financial institutions or banks.

(xii) According to the information & explana- tions given to us, the company has not granted any loans or advances on the ba- sis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of any special statute as specified under paragraph 4 (xiii) of the Order are not applicable to the Company.

(xiv) In our opinion and according to the in- formation & explanations given to us, the company has maintained proper records of the transactions relating to dealing in shares, securities & other investments & also entries have been made therein time- ly. Also all the shares, securities etc. have been held by the company in its own name.

(xv) In our opinion and according to the in formation & explanations given to us, the terms and conditions on which the company has given guarantees during the year for loans taken by others from banks or financial institutions are prima facie not prejudicial to the interest of the company.

(xvi) In our opinion and according to the expla nations given to us, the term loans taken during the year have been applied for the purpose for which they were obtained.

(xvii) According to the information & explana tions given to us and on overall examina- tion of the balance sheet of the company. we report that short term funds have not been used to finance long term invest- ments and vice versa.

(xviii) The company has not made preferential allotment of shares to parties and com- panies covered in the register maintained under section 301 of the Companies Act, 1956 during the year.

(xix) During the year, since the company has not issued any debentures, paragraph 4 (xix) of the Order is not applicable.

(xx) During the year, since the company has not raised any money by way of public issue, paragraph 4 (xx) of the Order is not applicable.

(xxi) Based upon the audit procedures per- formed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit for the year ended March 31, 2010.

For J.K. JAIN & ASSOCIATES

CHARTERED ACCOUNTANTS

Place: Chandigarh (J.K. JAIN)

Date: 06.08.2010 Partner

Membership No. 83140

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