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Auditor Report of Solar Industries India Ltd.

Mar 31, 2017

To the

Members of

Solar Industries India Limited

Report on the Standalone Financial statements

1. We have audited the accompanying standalone financial statements of Solar Industries India Limited ("the Company”), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and Cash Flow Statement and 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

2. 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 to give a true and fair view of the financial position, financial performance (including other comprehensive income), statement of changes in equity and the cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified 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 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 design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

4. We have taken into account the provisions of the Act and the Rules made there under 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 there under.

5. We conducted our audit of the standalone 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 financial statements are free from material misstatement.

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

7. 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

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

Other Matter

9. The comparative financial information of the Company for the year ended March 31, 2016 and the transition date opening balance sheet as at April 1, 2015 included in these standalone financial statements, are based on the previously issued statutory 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 dated May 16, 2016 and May 25, 2015 respectively. The adjustments to those financial statements for the differences in accounting principles adopted by the Company on transition to Ind AS have been audited by us.

Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory requirements

10. 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 such checks 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- B” a statement on the matters specified in paragraphs 3 and 4 of the Order.

11. 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 Statement of Changes in Equity 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 Indian Accounting Standards specified under Section 133 of the Act.

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

f. With respect to the adequacy and operating effectiveness of the internal financial controls over financial reporting of the Company, refer to our separate Report in "Annexure-A” to this report.

g. 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 knowledge and belief and according to the information and explanations given to us:

I. The Company has disclosed the impact, if any, of pending litigations as at March 31, 2017 on its financial position in its standalone financial statements.

II. The Company has long-term contracts including derivative contracts 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 during the year ended March 31, 2017.

IV. The Company has provided requisite disclosures in the standalone financial statements as to holding as well as dealings in Specified Bank Notes during the period from November 8, 2016 to December 30, 2016, on the basis of information available with the Company. Based on audit procedures, and relying on management''s representation, we report that disclosures are in accordance with the books of accounts maintained by the Company and as produced to us by the Management.

"Annexure A" referred to in the Independent Auditor’s report of even date on the standalone financial statements of Solar

Industries India Limited

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

1. We have audited the internal financial controls over financial reporting of Solar Industries India Limited ("the Company”) as of March 31, 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

2. 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 (ICAI) (''the guidance note''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors'' Responsibility

3. 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 prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, 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.

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

5. 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

6. 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

a. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

b. 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

c. 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

7. 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

8. In our opinion, the Company has maintained, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note.

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

Re: Solar Industries India Limited ("the Company”)

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

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies have been noticed on such verification.

(c) According to the information and explanation given by the management, the title deeds of immovable properties included in Property, plant and equipment are held in the name of the Company.

ii. The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable. No material discrepancies were noticed on such physical verification.

iii. The Company has granted unsecured loans to eight bodies corporate covered in the register maintained under section 189 of the Companies Act, 2013 (''the Act'').

(a) In respect of the aforesaid loans, the terms and conditions under which such loans were granted are not prejudicial to the Company''s interest. The borrowers have been regular in the payment of the interest as stipulated. The terms of arrangements do not stipulate any repayment schedule and the loans are repayable on demand.

(b) There are no overdue amounts for more than 90 days in respect of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act.

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 the loans and investments made, and guarantees and security provided by it.

v. In our opinion, and according to the information and explanations given to us, the Company has not accepted any deposits to which the provisions of Sections 73, 74, 75 and 76 or any other relevant provisions of the Act and the Rules framed there under to the extent notified. Accordingly clause 3 (v) of the Order is not applicable to the Company.

vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products. We have broadly reviewed the same, and are of the opinion that, prima facie, the prescribed accounts and records have been made and 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 the records of the Company examined by us, in our opinion, undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, local body tax, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities though there has been slight delay in few cases.

b. According to the information and explanations given to us, no undisputed dues payable in respect of provident fund, employees'' state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, local body tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

viii. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of loans or borrowings to bank or Government as at the balance sheet date. The Company did not have any outstanding dues in respect of financial institutions and debenture holders.

c. According to the information and explanations given to us and the records of the Company, the dues outstanding of income-tax, duty of excise, Sales Tax on account of any dispute, are as follows:

Name of the statute

Nature of dues

Amount under dispute not deposited (Rupees)

Period to which the amount relates

Forum where dispute is pending

Central Excise Act,1944

Excise duty

31,081,994

2000 - 2008

CESTAT, Mumbai

Central Excise Act,1944

Excise duty

1,806,720

2011 - 2015

Commissioner (Appeal), Nagpur

Central Excise Act,1944

Excise duty

103,508

2012 - 2013

Commissioner(Appeal),

Bhubneshwar

Central Sales Tax Act, 1956

CST

101,967,858

2009 - 2013

Sales Tax Tribunal

Sales Tax Act

VAT

9,082,964

2006 - 2007, 2008 - 2009

Deputy Commissioner of Sales Tax, Satna

Sales Tax Act

CST

1,235,399

2006 - 2007, 2008 - 2009

Deputy Commissioner of Sales Tax, Satna

Sales Tax Act

Entry Tax

209,491

2006 - 2007

Deputy Commissioner of Sales Tax, Satna

Sales Tax Act

Entry Tax

82,848

2013 - 2014

Deputy Commissioner of Sales Tax, Satna

Sales Tax Act

VAT

3,635,642

2013 - 2016

Deputy Commissioner of Sales Tax, Jharsugda

ix. In our opinion and according to the information and explanations given by the management, the Company has utilised the monies raised by way of term loans for the purposes for which they were raised. The Company has not raised money by way of Initial Public offer or further public offer.

x. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.

xi. As per the information provided managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the Companies Act.

xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.

xiii. According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of the Act where applicable and the details have been disclosed in the notes to the standalone financial statements, as required by the applicable Indian accounting standards.

xiv. According to the information and explanations given to us and on an overall examination of the Balance Sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.

xv. According to the information and explanations given to us, the Company has not entered into any non-cash transactions with its directors or persons connected with him as referred to in section 192 of the Act. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.

xvi. According to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.

For Gandhi Rathi & Co.

Chartered Accountants

Firm''s Registration Number: 103031W

C.N. Rathi

Partner

Membership No. 39895

Place: Nagpur

Date : May 29, 2017


Mar 31, 2016

We have audited the accompanying standalone financial statements of M/s Solar Industries India Limited, ("the Company"), which
comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and Cash Flow Statement for the year then ended
and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act")
with respect to the preparation of these standalone financial statements that give a true and fair view of the financial
position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in
India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014. 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 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.

Auditors'' 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 there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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 auditors consider internal financial
control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has
in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such
controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the
accounting estimates made by 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/loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

(e) on the basis of the written representations received from the directors as on 31 March, 2016 taken on record by the Board of
Directors, none of the directors is disqualified as on 31 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 litigations on its financial position in its financial statements - Refer
Note 32 to the financial statements;

ii. The Company has long-term contracts including derivative contracts 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

- Refer Note 5 to the financial statements.

The Annexure referred to in our Independent Auditors'' Report to the members of the Company on the standalone financial statements
for the year ended 31st March, 2016, we report that:

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

b) As per the information & explanation given to us, Management has physically verified the fixed assets at reasonable intervals
and no material discrepancies have been noticed on such verification.

c) The title deeds of immovable properties are held in the name of the company.

ii) The inventories of finished goods, work in process, stores, spare parts and raw materials have been physically verified by
the Management during the year at reasonable intervals. No such material discrepancies have been noticed.

iii) The Company has granted loans to eight bodies corporate covered in the register maintained under section 189 of the
Companies Act, 2013 (''the Act'').

a) In the case of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act, the
term and condition of the grant of such loan are not prejudicial to company''s interest. The borrowers have been regular in the
payment of the interest as stipulated. The terms of arrangements do not stipulate any repayment schedule and the loans are
repayable on demand.

b) There are no overdue amounts in respect of the loans granted to the bodies corporate listed in the register maintained under
section 189 of the Act.

iv) In our opinion and according to the information and explanations given to us, the Company has given guarantee for loans taken
by it''s wholly owned overseas subsidiary from bank and the terms and conditions thereof are not prejudicial to the interest of
the company. The provisions of section 185 and 186 of the Companies Act, 2013 have been complied with.

v) The Company has not accepted deposits hence not required to comply directives issued by the Reserve Bank of India and the
provision of section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed.

vi) We have broadly reviewed the cost records maintained by the Company specified by the Central Government under sub section (1)
of section 148 of the Companies Act, 2013 and are of the opinion that prima facie the prescribed cost records have been
maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are
accurate or complete.

vii) a) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund,
income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have
been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income
tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears
as at 31 March, 2016 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no material dues of Sales Tax, Income Tax, wealth tax,
Service Tax, Excise duty and cess which have not been deposited with the appropriate authorities on account of any dispute.
However, according to information and explanations given to us, the following dues of income tax, sales tax, service tax and
value added tax have not been deposited by the Company on account of disputes:

NAME OF THE NATURE OF AMT UNDER PERIOD TO WHICH
THE AMOUNT FORUM WHERE
DISPUTE IS

STATUTE DUES DISPUTE
NOT RELATES PENDING

DEPOSITED
(Rs. IN
CRORES)

Service Tax
Act Service
Tax 0.06 Feb''2005 to
Mar''2006 Commissioner
(Appeal)

Central
Excise Act,
1944 Excise 0.29 Apr''1997 to
Mar''2000 CESTAT, Mumbai

Duty

Central
Sales Tax CST 2.40 Apr''2009 to
March 2010 Sales-Tax
Tribunal,
Mumbai

Act,1956

Central
Sales Tax CST 2.45 Apr''2010 to
March 2011 Sales-Tax
Tribunal,
Mumbai

Act,1956

Central
Sales Tax CST 2.44 Apr''2011 to
March 2012 ** Sales-Tax
Tribunal,
Mumbai

Act,1956

**The company is in the process of filing as appeal before Sales Tax
Tribunal, Mumbai.

viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of
dues to a financial institution, bank, government or debenture holder.

ix) To the best of our information and knowledge and as per the records verified by us, the company has applied its term loan for
the purposes for which those were obtained and company did not raise any amount by way of initial public offer or further public
offer.

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

xi) As per the information provided managerial remuneration has been paid or provided in accordance with the requisite approvals
mandated by the provisions of section 197 read with schedule V to the Companies Act.

xii) In our opinion, the Company is not a Nidhi Company. Accordingly the comments referred to in clause are not applicable to the
Company.

xiii) All transactions with the related parties are in compliance with Section 177 and 188 of Companies Act, 2013 where
applicable and the details have been disclosed in the Financial Statements etc., as required by the accounting standards.

xiv) The company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures
during the year under review.

xv) The company has not entered into any non-cash transactions with directors or persons connected with them.

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

We have audited the internal financial controls over financial reporting of Solar Industries India Limited (''the Company'') as of
31st March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that
date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal
control over financial reporting criteria established by the Company considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered
Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal
financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including
adherence to 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.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our
audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial
Reporting (the ''Guidance Note'') and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10)
of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of
Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance
Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether
adequate internal financial controls over financial reporting were 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 auditors'' judgment, including the assessment of the risks of material misstatement of
the financial statements, whether due to fraud or error.

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

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the Company are being made only in accordance with authorizations of the

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

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 31 March 2016, based on
the internal control over financial reporting criteria established by the Company considering the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the
Institute of Chartered Accountants of India.

For Gandhi Rathi & Co.

Chartered Accountants Firm Regn. No. 103031W

C. N. Rathi

Place : Nagpur Partner

Dated : May 16,2016 Membership No. 39895


Mar 31, 2015

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

MANAGEMENT'S RESPONSIBILITY FOR THE STANDALONE

FINANCIAL STATEMENTS

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. 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 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 there under.

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

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

appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company' Directors, as well as evaluating the overall presentation of the financial statements.

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

OPINION

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

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

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

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

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

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

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

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

i. the Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 32 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.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE AUDITORS REPORT TO THE MEMBERS OF SOLAR INDUSTRIES INDIA LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARcH, 2015.

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

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

b) As per the information & explanation given to us, Management has physically verified the fixed assets at reasonable intervals and no material discrepancies are reported to have been observed on such verification as compared to book records.

ii) a) The inventories of finished goods, work in process, stores, spare parts and raw materials have been physically verified by the Management during the year. In our opinion, the frequency of the verification is reasonable.

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

c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory and the discrepancies noticed on verification between the physical stocks and the book stocks were not material in relation to the operations of the company.

iii) The Company has granted loans to five bodies corporate covered in the register maintained under section 189 of the Companies Act, 2013 ('the Act').

a) In the case of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act, the borrowers have been regular in the payment of the interest as stipulated. The terms of arrangements do not stipulate any repayment schedule and the loans are repayable on demand. Accordingly, paragraph 3(iii)(b) of the Order is not applicable to the Company in respect of repayment of the principal amount.

b) There are no overdue amounts of more than rupees one lakh in respect of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act.

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

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

vi) We have broadly reviewed the cost records maintained by the Company specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

vii) a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 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, there are no material dues of Sales Tax, Income Tax, wealth tax, Service Tax, Excise duty of and cess which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of income tax, sales tax, service tax and value added tax have not been deposited by the Company on account of disputes:

Name of the Nature of Amt under statute dues dispute not deposited (Rs. In Lacs)

Central Excise, Excise Duty 61.43 Act ,1944

Service Tax Act Service Tax 6.48

Central Excise Excise Duty 9.71 Act,1944

Central Excise Excise Duty 28.66 Act,1944

Service Tax Act Service Tax 10.87

Central Sales 239.59 Tax Act 1956 CST

Central Sales 245.09 Tax Act,1956 CST

Total 601.83

Name of the Period to Forum where statute which the dispute is amount pending relates



Central Excise, July'2000 to CESTAT, Mumbai Act ,1944 June'2004

Service Tax Act Feb'2005 to Commissioner Mar'2006 (Appeal)

Central Excise Apr'2004 to Supreme Court Act,1944 Sep'2008

Central Excise Apr'1997 to Commissioner Act,1944 Mar'2000 (Appeal) Nagpur

Service Tax Act Jan'2008 to CESTAT, Mumbai Jun'2010

Central Sales Apr'2009 to Tribunal, Mumbai Tax Act 1956 March 2010

Central Sales Apr'2010 to Tribunal, Mumbai Tax Act,1956 March 2011

Total

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 there under has been transferred to such fund within time.

viii) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution and bank.

x) In our opinion and according to the information and explanations given to us, the Company has given guarantee for loans taken by it's wholly owned overseas subsidiary from bank and the terms and conditions thereof are not prejudicial to the interest of the company.

xi) To the best of our information and knowledge and as per the records verified by us, the company has applied its term loan for the purposes for which the loans were obtained.

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

For Gandhi Rathi & co. Chartered Accountants Firm Registration No. 103031W

C. N. Rathi Place : Nagpur Partner Dated : 25.05.2015 Membership No. 39895


Mar 31, 2014

We have audited the accompanying financial statements of M/s. Solar Industries India ltd., ("the COMPANY"), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year ended and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

the COMPANY''s Management is responsible for the preparation of these FINANCIAL statements that give a true and fair view of the FINANCIAL position, FINANCIAL performance and cash flows of the COMPANY in accordance with the Accounting Standards notified under the Companies Act, 1956 (the Act) 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 in accordance with the accounting principles generally accepted in india including Accounting Standards referred to in Section 211(3C) 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 misstatements.

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 as 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 sufficient and appropriate to provide a basis for our audit opinion.

OpINION

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

(a) in the case of the Balance Sheet, of the state of affairs of the COMPANY as at 31st March, 2014.

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

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

(b) 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 Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) in our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards notified under 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.

(e) On the basis of written representations received from directors as on 31st March, 2014 taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2014 from being appointed as director under Section 274(1)(g) of the Companies Act.

i) a) the COMPANY has maintained proper records showing full particulars including quantitative details and location of its fixed assets.

b) As per the information & explanation given to us, Management has physically verified the fixed assets at reasonable intervals and no material discrepancies are reported to have been observed on such verification as compared to book records.

c) As per the information and explanation given to us on our enquiries the disposal of assets during the year was not substantial so as to have an impact on the operations of the COMPANY, or affect its going concern.

ii) a) the inventories of finished goods, work in process, stores, spare parts and raw materials have been physically verified by the Management during the year. in our opinion, the frequency of the verification is reasonable.

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

c) in our opinion and according to the information and explanations given to us, the COMPANY is maintaining proper records of inventory and the discrepancies noticed on verification between the physical stocks and the book stocks were not material in relation to the operations of the COMPANY.

iii) a) the COMPANY has granted loan to companies covered in the register maintained under section 301 of the Companies Act, 1956, and the year end balance of loan towards such Companies was Rs. 9835.23 Lakhs. (including interest free loan of Rs. 9232.33 Lakhs.)

b) in our opinion, the rate of interest and other terms and conditions of such loans are, prima facie not prejudicial to the interest of the COMPANY.

c) the principal amounts are repayable over a period of times to five years while interest is payable annually at the discretion of the COMPANY.

d) there is no overdue amount of such loan granted to aforesaid COMPANY.

e) the COMPANY has taken loan from companies covered in the register maintained under section 301 of the Act, and the year end balance of loans taken from such Companies was Rs. 794 Lakhs.

f) in our opinion, the rate of interest and other terms and conditions of loans taken by the COMPANY are prima facie not prejudicial to the interest of the COMPANY.

g) the principal amounts are repayable over a period of times to five years while interest is payable annually at the discretion of the COMPANY.

iv) in our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the COMPANY and the nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

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

b) in our opinion and according to the information and explanation given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs.5,00,000 in respect of each party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) the COMPANY has not accepted fixed deposits from the public therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the COMPANY.

vii) in our opinion, the COMPANY has an internal audit system commensurate with the size of the COMPANY and nature of its business.

viii) We have broadly reviewed the COST records maintained by the COMPANY persuant to the Companies (COST Accounting Records) Rules, 2011 prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed COST records have been maintained. We have however, not made a detailed examination of the COST records with a view to determine whether they are accurate or complete.

ix) a) According to the information and explanations given to us and according to the records of the COMPANY, the COMPANY is generally regular in depositing undisputed statutory dues including Provident Fund, investor education Fund, income-tax, SALES - tax, Service tax, Customs Duty, excise Duty, Cess and other material statutory dues with the appropriate authorities. However, there are no arrears of such dues as at the close of the year concerned for a period of more than six months from the date they become payable.

b) Details of dues of SALES tax which have not been deposited as on 31st March,2014 on account of disputes are given below :

Sr. Name of the Statute Nature of the Amount No Dues (Rs. in lakhs)

1. Central SALES tax Act,1956 and SALES tax/Vat 114.41 SALES tax Acts of various states and entry tax

239.55

Total 353.96

Name of the Statue Period for which the Forum where dispute amount relates is pending

Central SALES tax Act, 1956 and SALES tax Acts of various states Various years from Departmental 2006-07 to 2010-11 Authorities

Total 2009-10 SALES tax Appellate tribunal

x) the COMPANY neither has accumulated losses at the end of the FINANCIAL year, nor incurred cash losses during the FINANCIAL year covered by our audit and the immediately preceding FINANCIAL year.

xi) in our opinion and according to the information and explanations given to us, the COMPANY has not defaulted in repayment of dues to a FINANCIAL institution and bank.

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

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

xiv) the COMPANY has maintained proper records of the transactions and contracts in respect of dealing of trading in shares, securities and other investments and timely entries have been made therein. All shares, securities and other investments have been held by the COMPANY in its own name.

xv) in our opinion, the terms and conditions on which the COMPANY has given guarantees for loans taken by others from banks or FINANCIAL institutions are not prejudicial to the interest of the COMPANY.

xvi) According to the information and explanations given to us, term loan availed by the COMPANY were, prima facie, applied by the COMPANY for the purposes for which the loans were obtained.

xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the COMPANY, we report that the no funds raised on short- term basis have been used for long-term investment.

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. the provisions of clause 4(xvii) of the order are not applicable to the COMPANY.

xix) No debentures have been issued by the COMPANY to create securities or charge.

xx) the Company has not raised any money by public issue 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 practices in india and according to the information and explanations given to us, we have neither come across any instances of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such cases by the Management.

For Gandhi Rathi & Co.

Chartered Accountants

(C.N. Rathi)

Partner Place: Nagpur M. No. 39895

Dated: 26th May, 2014 Firm Reg. No. 103031W


Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in Section 211(3C) 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 misstatements 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 aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Report on Other Legal and Regulatory Requirements

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

b) 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 Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit 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.

e) According to the information and explanations given to us and on the basis of written representations from Directors taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2013 from being appointed as director under Section 274(1)(g) of the Companies Act, 1956.

ANNEXURE TO THE AUDITOR''S REPORT

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE AUDITORS REPORT TO THE MEMBERS OF SOLAR INDUSTRIES INDIA LTD. ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2013

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

b) The Management has physically verified the fixed assets at reasonable intervals and no material discrepancies are reported to have been observed on such verification as compared to book records.

c) As per the information and explanation given to us on our enquiries the disposal of assets during the year was not substantial so as to have an impact on the operations of the Company, or affect its going concern.

ii) a) The stocks of finished goods, work in process, stores, spare parts and raw materials have been physically verified by the Management during the year. In our opinion, the frequency of the verification is reasonable.

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

c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory and the discrepancies noticed on verification between the physical stocks and the book stocks were not material in relation to the operations of the Company.

iii) a) The Company has granted loan to companies covered in the register maintained under section 301 of the Companies Act, 1956, and the year end balance of loan towards such Companies was Rs. 9230.73 Lacs. (Including interest free loan of Rs. 8590.07)

b) In our opinion, the rate of interest and other terms and conditions of such loan are, prima facie not prejudicial to the interest of the Company.

c) The principal amounts are repayable over a period of times to five years while interest is payable annually at the discretion of the Company.

d) There is no overdue amount of such loan granted to aforesaid Company.

e) The Company has taken loan from companies covered in the register maintained under section 301 of the Act, and the year end balance of loans taken from such Companies was Rs. 1193.72 Lacs.

f) In our opinion, the rate of interest and other terms and conditions of loans taken by the Company are prima facie not prejudicial to the interest of the Company.

g) The principal amounts are repayable over a period of times to five years while interest is payable annually at the discretion of the Company.

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

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

b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) The Company has not accepted fixed deposits from the public and consequently, the directives issued by the Reserve Bank of India, the provisions of Sections 58A, 58AA or any other relevant provisions of Act and the rules framed there under are not applicable.

vii) In our opinion, the Company has an internal audit system commensurate with the size of the Company and nature of its business.

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

ix) a) According to the information and explanations given to us and according to the records of the Company, the Company is regular in depositing undisputed statutory dues including Provident Fund, Income-tax, Sales - tax, Service Tax, Excise Duty, Cess and any other statutory dues with the appropriate authorities. However, there are no arrears of such dues as at the close of the year concerned for a period of more than six months from the date they become payable.

b) According to the information and explanation given to us, no dues are payable of sales tax, income tax, customs, wealth tax, excise duty, cess which have not been deposited on account of disputes.

x) The Company neither has accumulated losses at the end of the financial year, nor incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution and bank.

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

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

xiv) The Company has maintained proper records of the transactions and contracts in respect of dealing of trading in shares, securities and other investments and timely entries have been made therein. All shares, securities and other investments have been held by the Company in its own name.

xv) In our opinion, the terms and conditions on which the Company has given guarantees for loans taken by others from banks or financial institutions are not prejudicial to the interest of the Company.

xvi) To the best of our knowledge and belief and according to the information and explanations given to us, term loan availed by the Company were, prima facie, applied by the Company for the purposes for which the loans were obtained.

xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that the no funds raised on short-term basis have been used for long-term investment.

xviii) The Company has made preferential allotment of shares during the year.

xix) No debentures have been issued by the Company to create securities or charge.

xx) The Company has not raised any money by public issue during the year.

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

For Gandhi Rathi & Co., Chartered Accountants

(C .N. Rathi)

Partner

Place: Nagpur M. No. 39895

Dated: 27th May 2013 Firm Reg .No. 103031W


Mar 31, 2012

1. We have audited the attached Balance Sheet of SOLAR INDUSTRIES INDIA LTD. as at 31st March 2012, the Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date annexed thereto, which we have signed under reference to this report. 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 have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order. Further to our comments in the Annexure referred to above, we report that :

(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, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Profit 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.

(e) According to the information and explanations given to us and on the basis of written representations from Directors taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March 2012 from being appointed as director under Section 274(1)(g) of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, and subject to our notes/observations brought out elsewhere in the report, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true a 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 Profit and Loss Account of the Profit for the year ended on that date.

(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 location of its fixed assets.

b) The Management has physically verified the fixed assets at reasonable intervals and no material discrepancies are reported to have been observed on such verification as compared to book records.

c) As per the information and explanation given to us on our enquiries the disposal of assets during the year was not substantial so as to have an impact on the operations of the Company, or affect its going concern.

ii) a) The stocks of finished goods, work in process, stores, spare parts and raw materials have been physically verified by the Management during the year. In our opinion, the frequency of the verification is reasonable.

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

c) In our opinion and according to the information and explanations given to us, the company is maintaining proper records of inventory and the discrepancies noticed on verification between the physical stocks and the book stocks were not material in relation to the operations of the Company.

iii) a) The Company has granted loan to companies covered in the register maintained under section 301 of the Companies Act, 1956, and the year end balance of loan including interest towards such Companies was Rs. 10583.27 Lacs.

b) In our opinion, the rate of interest and other terms and conditions of such loan are, prima facie not prejudicial to the interest of the Company.

c) The Company has repaid the principal amounts as stipulated and have been regular in the payment of interest.

d) There is no overdue amount of such loan granted to aforesaid company.

e) The Company has taken loan from companies covered in the register maintained under section 301 of the Act, and the year end balance of loans taken from such Companies was Rs. 5077.34 Lacs.

f) In our opinion, the rate of interest and other terms and conditions of loans taken by the Company are, prima facie not prejudicial to the interest of the Company.

g) The Company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest.

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

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

b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) The Company has not accepted fixed deposits from the public and consequently, the directives issued by the Reserve Bank of India, the provisions of Sections 58A, 58AA or any other relevant provisions of Act and the rules framed there under are not applicable.

vii) In our opinion, the Company has an internal audit system commensurate with the size of the Company and nature of its business.

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

ix) a) According to the information and explanations given to us and according to the records of the Company, the Company is regular in depositing undisputed statutory dues including Provident Fund, Income-tax, Sales - tax, Service Tax, Excise Duty, Cess and any other statutory dues with the appropriate authorities. However, there are no arrears of such dues as at the close of the year concerned for a period of more than six months from the date they become payable.

b) According to the information and explanation given to us, the dues of sales tax, income tax, customs, wealth tax, excise duty, cess which have not been deposited on account of disputes and the forum where the dispute is pending are as follows :

Name of Amt Forum where the Nature of dues / demands (Rs.In Lacs) dispute is statute pending

Central Excise duty on to and fro freight collected on account of sales made 107.55 CESTAT Excise Act, to CIL subsidiaries treating it as additional consideration 1944

Excise duty on the benefits earned by the company due to 263.86 Commissioner (Appeals) premature payment of sales tax deferral liability

Excise Duty on assessable value of goods used in in- house testing 21.34 Supreme Court

Cenvat Credit of Service tax paid on tour operator services 6.14 CESTAT

Cenvat Credit of Service tax paid on workmen compensation 12.18 CESTAT

Cenvat Credit of Service tax paid on outward transportation availed as credit 6.35 Commissioner (Appeals)

Cenvat Credit Reversal on input goods sold as such 38.51 Adjudicating Officer

Penalty for late payment of Service Tax on payment made to overseas entities 10.87 Adjudicating Officer

Sales Tax Sales Tax on A.N.sale,Input Credit,CST liability on non submission of 101.11 M.P.Commercial Tax Act 'C' form & Entry Tax liability Appellate Board

Custom Act Custom matter with Dri Mumbai for Sap software Import 2.39 Adjudicating Officer

x) The Company neither has accumulated losses at the end of the financial year, nor incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution and bank.

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

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

xiv) The Company has maintained proper records of the transactions and contracts in respect of dealing of trading in shares, securities and other investments and timely entries have been made therein. All shares, securities and other investments have been held by the company in its own name.

xv) In our opinion, the terms and conditions on which the Company has given guarantees for loans taken by others from banks or financial institutions are not prejudicial to the interest of the Company.

xvi To the best of our knowledge and belief and according to the information and explanations given to us, term loan availed by the Company were, prima facie, applied by the Company for the purposes for which the loans were obtained.

xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that the no funds raised on short- term basis have been used for long-term investment.

xviii) The Company has not made preferential allotment of shares during the year.

xix) No debentures have been issued by the Company to create securities or charge.

xx) The Company has not raised any money by public issue during the year.

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

For Gandhi Rathi & Co.,

Chartered Accountants

C.N.Rathi

Partner

Place : Nagpur M. No. 39895

Dated : May 25, 2012 Firm Reg. No. 103031W


Mar 31, 2011

1. We have audited the attached Balance Sheet of Solar Industries India Limited as at 31st March 2011, the Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date annexed thereto, which we have signed under reference to this report. 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 have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order. Further to our comments in the Annexure referred to above, we report that :

(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, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Profit 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.

(e) According to the information and explanations given to us and on the basis of written representations from Directors taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March 2011 from being appointed as director under Section 274(1) (g) of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, and subject to our notes/observations brought out elsewhere in the report, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true a 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.

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

ANNEXURE

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

b) The Management has physically verified the fixed assets at reasonable intervals and no material discrepancies are reported to have been observed on such verification as compared to book records.

c) As per the information and explanation given to us on our enquiries the disposal of assets during the year was not substantial so as to have an impact on the operations of the Company, or affect its going concern.

ii) a) The stocks of finished goods, work in process, stores, spare parts and raw materials have been physically verified by the Management during the year. In our opinion, the frequency of the verification is reasonable.

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

c) In our opinion and according to the information and explanations given to us, the company is maintaining proper records of inventory and the discrepancies noticed on verification between the physical stocks and the book stocks were not material in relation to the operations of the Company.

iii) a) The Company has granted loan to companies covered in the register maintained under section 301 of the Companies Act, 1956, and the yearend balance of loan granted to such Companies was Rs. 7956.62 Lacs.

b) In our opinion, the rate of interest and other terms and conditions of such loan are prima facie not prejudicial to the interest of the Company.

c) The Company has repaid the principal amounts as stipulated and has been regular in the payment of interest.

d) There is no overdue amount of such loan granted to aforesaid company.

e) The Company has taken loan from companies covered in the register maintained under section 301 of the Act, and the yearend balance of loans taken from such Companies was Rs. 1137.02 Lacs.

f) In our opinion, the rate of interest and other terms and conditions of loans taken by the Company are prima facie not prejudicial to the interest of the Company.

g) The Company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest.

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system

commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

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

b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) The Company has not accepted fixed deposits from the public and consequently, the directives issued by the Reserve Bank of India; the provisions of Sections 58A, 58AA or any other relevant provisions of Act and the rules framed there under are not applicable.

vii) In our opinion, the Company has an internal audit system commensurate with the size of the Company and nature of its business.

viii) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 in respect of goods manufactured by the Company.

ix) a) According to the information and explanations given to us and according to the records of the Company, the Company is regular in depositing undisputed statutory dues including Provident Fund, Income-tax, and Sales - tax, Service Tax, Excise Duty, Cess and any other statutory dues with the appropriate authorities. However, there are no arrears of such dues as at the close of the year concerned for a period of more than six months from the date they become payable.

b) According to the information and explanation given to us, the dues of sales tax, income tax, customs, wealth tax, excise duty, cess which have not been deposited on account of disputes and the forum where the dispute is pending are as follows :-

Name Nature of dues / demands Amt (Rs. Forum where dispute of the in Lacs) is pending statute

Central Excise duty on to and fro freight collected on account of sales made 84.49 CESTAT Excise Act to CIL subsidiaries treating it as additional consideration

Excise duty on the benefits earned by the company due to premature 146.26 Commissioner payment of sales tax deferral liability (Appeals)

Excise Duty on assessable value of goods used in in-house testing 12.87 Supreme Court

Cenvat Credit of Service tax paid on tour operator services 4.54 Commissioner (Appeals)

Cenvat Credit of Service tax paid on workmen compensation 7.19 Commissioner (Appeals)

Cenvat Credit of Service tax paid on outward transportation availed 6.35 Commissioner as credit (Appeals)

Sales Tax Sales Tax on A.N.sale,Input Credit,CST liability on non submission of 85.87 M.P.Commerci al Tax Act 'c' form & Entry Tax liability Appellate Board

The Company neither has accumulated losses at the end of the financial year, nor incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution and bank.

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

xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/ society. Therefore, the provisions of clause

(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

xiv) The Company has maintained proper records of the transactions and contracts in respect of dealing of trading in shares, securities and other investments and timely entries have been made therein. All shares, securities and other investments have been held by the company in its own name.

xv) In our opinion, the terms and conditions on which the Company has given guarantees for loans taken by others from banks or financial institutions are not prejudicial to the interest of the Company.

xvi) To the best of our knowledge and belief and according to the information and explanations given to us, term loan availed by the Company were, prima facie, applied by the Company for the purposes for which the loans were obtained.

xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that the no funds raised on short-term basis have been used for long-term investment.

xviii) The Company has not made preferential allotment of shares during the year.

xix) No debentures have been issued by the Company to create securities or charge.

xx) The Company has not raised any money by public issue during the year.

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

FOR GANDHI RATHI & CO. CHARTERED ACCOUNTANTS PLACE: NAGPUR

DATED : 19th May, 2011 (C.N. RATHI) PARTNER M. No. 39895 Firm Reg. No. 103031W


Mar 31, 2010

1. We have audited the attached Standalone Balance Sheet of SOLAR INDUSTRIES INDIA LTD. as at 31st March, 2010, the Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date annexed thereto, which we have signed under reference to this report. 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.

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

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

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

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

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

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

(d) In our opinion, the Balance Sheet, Profit 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.

(e) According to the information and explanations given to us and on the basis of written representations from Directors taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2010 from being appointed as director under Section 274(1 )(g) of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, and subject to our notes/observations brought out elsewhere in the report, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

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

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

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



Annexure Referred to in Paragraph 3 of the Auditors Report to the Members of Solar Industries India Ltd. on the Accounts for the Year Ended 31st March, 2010

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

b) The Management has physically verified the fixed assets at reasonable intervals and no material discrepancies are reported to have been observed on such verification as compared to book records.

c) As per the information and explanation given to us on our enquiries the disposal of assets during the year was not substantial so as to have an impact on the operations of the Company, or affect its going concern.

ii) a) The stocks of finished goods, work in process, stores, spare parts and raw materials have been physically verified by the Management during the year. In our opinion, the frequency of the verification is reasonable.

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

c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory and the discrepancies noticed on verification between the physical stocks and the book stocks were not material in relation to the operations of the Company.

iii) a) The Company has granted loan to companies covered in the register maintained under section 301 ofthe Companies Act, 1956,andtheyearend balance of loan granted to such Companies was Rs. 6044.30 Lacs.

b) In our opinion, the rate of interest and other terms and conditions of such loan are, prima facie not prejudicial to the interest of the Company,

c) The Company has repaid the principal amounts as stipulated and have been regular in the payment of interest.

d) There is no overdue amount of such loan granted to aforesaid company.

e) The Company has taken loan from companies covered in the register maintained under section 301 of the Act, and the year end balance of loans taken from such Companies was Rs. 1324.36 Lacs.

f) In our opinion, the rate of interest and other terms and conditions of loans taken by the Company are, prima facie not prejudicial to the interest of the Company.

g) The Company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest.

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

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

b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) The Company has not accepted fixed deposits from the public and consequently, the directives issued by the Reserve Bank of India, the provisions of Sections 58A, 58AA or any other relevant provisions of Act and the rules framed there under are not applicable.

vii) In our opinion, the Company has an internal audit system commensurate with the size of the Company and nature of its business.

viii) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 in respect of services carried out by the Company.

ix) a) According to the information and explanations given to us and according to the records of the Company, the Company is regular in depositing undisputed statutory dues including Provident Fund, Income-tax, Sales - tax, Service Tax, Excise Duty, Cess and any other statutory dues with the appropriate authorities. However, there are no arrears of such dues as at the close of the year concerned for a period of more than six months from the date they become payable.

According to the information and explanation given to us, the dues of sales tax, income tax, customs, wealth tax, excise duty, cess which have not been deposited on account of disputes and the forum where the dispute is pending are as follows :-



Name of Nature of dues/demands Amt Forum where the statute (Rs.) dispute is



Central Excise duty on to and fro 30.71 CESTAT

Excise Act freight collected on

account of

sales made to CIL

subsidiaries

treating it as additional

consideration

Excise duty on the benefits 14.33 Commissioner

earned by the company due (Appeals)

to premature payment of

sales tax deferral

liability

Excise duty on Additional 8.03 CESTAT

value of goods sold to

associate concern alleging

it as related person as per

Central Excise Act

Cenvat credit on service tax 4.93 Joint

Paid for Job Work of soldering Commissioner

& crimping Central Excise

Excise Duty on assessable 3.04 Supreme Court

value of goods used in in-

house testing

Cenvat Credit of Service tax 1.83 Commissioner

paid on tour operator services (Appeals)

Cenvat Credit of Service 1.13 Commissioner

tax paid on workmen (Appeals)

compensation

Cenvat Credit of Service tax 6.35 Commissioner

paid on outward transportation (Appeals)

availed as credit

The Company neither has accumulated losses at the end of the financial year, nor incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution and bank.

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

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

xiv) The Company has maintained proper records of the transactions and contracts in respect of dealing of trading in shares, securities and other investments and timely entries have been made therein. All shares, securities and other investments have been held by the company in its own name.

xv) In our opinion, the terms and conditions on which the Company has given guarantees for loans taken by others from banks or financial institutions are not prejudicial to the interest of the Company.

xvi) To the best of our knowledge and belief and according to the information and explanations given to us, term loan availed by the Company were, prima facie, applied by the Company for the purposes for which the loans were obtained.

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

xviii) The Company has not made preferential allotment of shares during the year.

xix) No debentures have been issued by the Company to create securities or charge.

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

FOR GANDHI RATHI & CO.

CHARTERED ACCOUNTANTS

PLACE : NAGPUR (C.N.RATHI)

DATED : 24.05.2010 PARTNER

M. No. 39895

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