Auditor Report of Tarmat Ltd.

Mar 31, 2018

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of TARMAT LIMITED (“the Company”), which comprise the Balance Sheet as at 31st March, 2018, the Statement of Profit and Loss (including others comprehensive income), the Cash Flow Statement and the statement of changes in equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone IND As Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these Standalone IND As financial statements that give a true and fair view of the financial position, financial performance (Including other comprehensive income), and cash flows and changes in the equity 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 the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone IND As financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

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

We have taken into account the provisions of the Act and the rules made 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 and the order issued under section 143 (11) of the Act.

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanation given to us, except for the matters described in the paragraphs “Emphasis of Matter”, 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 2018 and its Profits and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to the following matters in the Notes to the financial statements

1. Note No 7 of the Financial Statements in respect of Short Term Borrowings -

a) In the previous Financial year as on 31st march 2017, the Company was NPA as it had unpaid dues of Rs 74.435 crores (with interest) to Vijaya Bank, Rs 1.92 crores (with interest) to Kotak Mahindra bank and Rs 26.29 Lakhs (with interest) to SREI Finance Ltd. Because of this, the Company had not provided interest which in turn resulted in overstatement of net profit.

b) However, the Company paid Rs. 2.49 crores to Vijaya Bank and for the balance amount, the Company has arrived at a settlement with Vijaya Bank at Rs. 62.11 crores as full and final settlement. The settlement terms are as follows:-

i. Rs 5 crores within 31.3.2018

ii. Rs 10 crores within 04.04.2018

iii. Rs 17 crores within 15.04.2018

iv. Rs 30.11 crores within 15.05.2018.

c) The difference of Rs. 9.835 crores arising out of this settlement has been credited to the Profit Loss Statement resulting into overstatement of net profit. The Company has made payment of Rs. 5 crores on 31.03.2018.

d) Further the Company has settled the dues to Kotak Mahindra Bank and SREI Finance Ltd in full.

e) In absence of Balance confirmation and payment confirmation from Vijaya Bank, Kotak Mahindra Bank and SREI Finance Ltd, the Company has given detailed Letter regarding Balance, Settlement and Payment confirmation covering all Banks and Financial institutions.

2) Note No 17 of the Financial Statements in respect of Cash and cash Balance

The Balances of Fixed Deposit with Vijaya Bank amounting to Rs 455.46 Lakhs and ICICI Bank Rs. 17.89 Lakhs and Balance with Bank in Current Accounts grouped under Cash and Cash Balances are not being confirmed by banks. Due to Non Availability of confirmation of aforsesaid balances, we are unable to quantify the impact of the adjustments, if any, arising from reconciliation and settlement of account balances in the financial statements.

Our Opinion is not modified in respect of the matters mentioned above.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A” a statement on the matters specified in 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 IND As financial statements comply with the Accounting Standards specified under Section 133 of the Act.

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

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

(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 24 (iv) 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. The company has not transferred the following amounts which were required to be transferred to the Investor Education and Protection Fund by the Company

Nature of Amount to be transferred	Amount
Share Application Money	177,000

IV. Unpaid Dividend - 2010 Rs 43,367/- as on 31.03.2017, has been transferred.

V. Based on audit procedures and relying on the management representation, we report that the disclosures are in accordance with Books of account maintained by the Company and as produced to us by the Management.

Statement on matters specified in paragraphs 3 & 4 of the Companies (Auditor’s Report) Order 2016 (“the order”), issued by the Central Government in terms of sub section (11) of section 143 of the Companies Act 2013, for the year ended 31st March 2018

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

(b) The Company has a regular program of physical verification of fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this program, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this frequency of physical verification is reasonable having regard to the size of the company and nature of business.

(C) The title deeds of immoveable properties are held in the name of the company.

(ii) The inventory has been physically verified and certified by the management at the year end. In our opinion, the frequency of verification is reasonable. The discrepancies noticed on such verification were not material and have been properly dealt within the books of account.

(iii) The Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Companies Act 2013. Therefore clause (iii) of para 3 of the order is not applicable.

(iv) In respect of loans, investments, guarantees and security made or provided by the company during the year, the provisions of sections 185 and 186 of the Companies Act 2013 have been complied with.

(v) In accordance with information and explanations given to us, the company has not accepted any deposits during the year and hence directives issued by the Reserve bank of India and provisions of section 73 to 76 and other applicable provisions of the Companies Act 2013, and rules framed there under are not applicable. No order in this regard, in respect of the company, has been passed by the Company Law Board or Reserve Bank of India or National Company Law Tribunal or any other court or any other tribunal.

(vi) We have broadly reviewed the books of account maintained by the company pursuant to the rules made by the central government for the maintenance of cost records under section 148 of the Act, and are of opinion that prima facie, the prescribed accounts and records have been made and maintained.

(vii) In our opinion and according to the information and explanation given to us, barring the delay & the nonpayment of the following undisputed statutory liability, the company is regular in depositing undisputed statutory dues including Sales Tax, Wealth Tax, Cess and other material statutory dues, if any applicable to it with appropriate authorities.

Name of the Statute	Nature of Dues	Amount (Rs )	Period to which the amount relates	Due Date	Date of Payment	Remarks if any
Income Tax Act,1961	Tax Deducted at Source	43,95,434/-	2017-18	30-09-2018	Unpaid	1)1006523/-PAID ON 5/05/2018 2) 404728/PAID ON 05/05/2018
		90,08,656/-	2015-16	30-09-2016	Unpaid
		1,18,86,224/-	2013-14	30-09-2014	Unpaid
MVAT Act 2002	VAT	1,05,83,729/-	2013-14	30-04-2014	Unpaid
	Provident Fund	8,017/-	2017-18	15-04-2018	16/05/2018
	ESIC	1,996/-	2017-18	20-04-2018	17/05/2018
	Profession Tax	1,07,075/-	2017-18	30-04-2018	Unpaid
		57,650/-	2016-17	20-04-2017	Unpaid

		97,675/-	2015-16	20-04-2016	Unpaid
		95,500/-	2014-15	20-04-2015	Unpaid
		69,175/-	2013-14	20-03-2014	Unpaid
		1,65,325/-	2012-13	20-03-2013	Unpaid
		96,950/-	2011-12	20-03-2012	Unpaid
	Unpaid Divdend	43,367/-	2010		20/01/2018
	Share Application Money	177000/-	2005-06			To be Transferred to Investor Education and Protection Fund by the Company

(b) According to the information and explanation given to us, there are no dues of Income tax, Sales Tax, Service Tax, Custom duty, Excise duty and Cess which have not been deposited on account of dispute except in the following:

Name of the Statute	Nature of the dues	Amount involved.	Period Pending Before
Maharashtra VAT	Assessment	1,43,08,082	01.04.05 DC Appeal V To 31.03.06
Maharashtra VAT	Assessment	1,26,16,462	01.04.05 DC Appeal V To 31.03.06
Maharashtra VAT	Assessment	2,65,11,442	01.04.08 DC Appeal V To 31.03.09
Maharashtra VAT	Assessment	3,48,55,394	01.04.06 DC Appeal III To 31.03.07
Maharashtra VAT	Assessment	7,92,41,439	01.04.07 DC Appeal III To 31.03.08
Maharashtra VAT	Assessment	3,66,99,459	01.04.09 DC Appeal III To 31.03.10
Maharashtra VAT	Assessment	4,45,70,870	01.04.10 DC Appeal III To 31.03.11

(viii) The assessment relating to year 2008-09 is pending with the DC Appeal V. Other assessments have been set aside and sent for reassessment. Hence the liability for those years has been kept in abeyance.

(ix) The Company has not provided reconciliation statements of Service Tax and GST. Hence the liability towards it could not be ascertained.

(x) According to the information and explanation given to us, the company has defaulted in repayment of the following dues with Banks. The amount of default is as per the records maintained by the company and the banks or financial institutions have not confirmed the balances outstanding as on 31st March 2018.

Particulars	Amount of default as at the balance sheet date	Period of default	Remarks if any
Vijaya Bank	23,62,73,079	Unpaid
Vijaya Bank (Performance Gurantee)	33,48,26,921	Unpaid
Kotak Mahindra Bank	191,80,353	Paid
SREI Finance Ltd	26,29,264	Paid

(xi) The company has not raised moneys by way of initial public offer or further public offer (including debt instruments) and term loans, during the year. Therefore clause (ix) of para 3 of the order is not applicable.

(xii) In accordance with our audit as per generally accepted auditing practices and the information and explanation given to us, no fraud by or on the Company by its officers or its employees has been noticed or reported during the year nor have we been informed of any such case by the management.

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

(xiv) The company is not a Nidhi Company as defined in section 406(1) of the Companies Act 2013. Therefore clause (xii) of para 3 of the order is not applicable.

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

(xvi) The company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Therefore clause (xiv) of para 3 of the order is not applicable.

(xvii) The company has not entered into any non-cash transactions with directors or persons connected with him and therefore compliance of the provisions of section 192 of Companies Act, 2013 is not applicable.

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

“Annexure-B”

TARMAT LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) for the year ended 31st March 2017

We have audited the internal financial controls over financial reporting of TARMAT LIMITED (“the Company”) as of March 31, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

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

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by 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 168 Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

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

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

Meaning of Internal Financial Controls over Financial Reporting

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

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

Opinion

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

For MEHTA KOTHARI & ASSOCIATES

Chartered Accountants

FRN : 106247

Sd/-

Pradip Mehta

Partner

Membership No. 35447

Date: 30.05.2018

Place: Mumbai

---

Mar 31, 2016

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

Management’s Responsibility for the standalone Financial Statements

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

Auditor’s Responsibility

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

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

Opinion

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

Emphasis of Matter

We draw attention to the following matters in the Notes to the financial statements

1) Note No 7 of the Financial Statements in respect of Short Term Borrowings -

a) The Company has not provided interest on Working Capital facilities and bank charges on Bank Guarantees facilities enjoyed from Vijaya Bank amounting to Rs.1346.99 Lacs and Rs.14.91 Lacs respectively and in the case of Kotak Mahindra Bank Ltd, the company has not provided interest on Working Capital facilities amounting to Rs.14.70 Lacs resulting into overstatement of net profit to the extent of Rs. 1377 Lacs and understatement of Loan Balance to that extent.

b) Further the company has not provided interest on term loan facilities enjoyed from Kotak Mahindra Bank Ltd and SREI Finance. However the amount of interest cannot be quantified in absence of Balance confirmation from Kotak Mahindra Bank Ltd and SREI Finance.

c) The balances of loan outstanding of Kotak Mahindra Bank Ltd and SREI Finance are subject to balance confirmation. Due to Non Availability of confirmation of aforesaid balances, we are unable to quantify the impact of the adjustments, if any, arising from reconciliation and settlement of account balances in the financial statements.

2) Note No 17 of the Financial Statements in respect of Cash and cash Balance

The Balances of Fixed Deposit with Vijaya Bank amounting to Rs 402.97 grouped under Cash and Cash Balances are not being confirmed by bank. Due to Non Availability of confirmation of aforesaid balances, we are unable to quantify the impact of the adjustments, if any, arising from reconciliation and settlement of account balances in the financial statements.

Our Opinion is not modified in respect of the matters mentioned above.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A” a statement on the matters specified in 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 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

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

(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 27 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. The company has not transferred the following amounts which were required to be transferred to the Investor Education and Protection Fund by the Company

Nature of Amount to be transferred	Amount
Share Application Money	177,000
Unpaid Dividend - 2008	381,862
Unpaid Dividend - 2009	54,766
Unpaid Dividend - 2010	43,367
Total	6,56,995

Statement on matters specified in paragraphs 3 & 4 of the Companies (Auditor’s Report) Order 2016 (“the order”), issued by the Central Government in terms of sub section (11) of section 143 of the Companies Act 2013, for the year ended 31^st March 2016

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

(b) The Company has a regular program of physical verification of fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this program, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this frequency of physical verification is reasonable having regard to the size of the company and nature of business.

(C) The title deeds of immoveable properties are held in the name of the company.

(ii) The inventory has been physically verified and certified by the management at the year end. In our opinion, the frequency of verification is reasonable. The discrepancies noticed on such verification were not material and have been properly dealt within the books of account.

(iii) The Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Companies Act 2013. Therefore clause (iii) of Para 3 of the order is not applicable.

(iv) In respect of loans, investments, guarantees and security made or provided by the company during the year, the provisions of sections 185 and 186 of the Companies Act 2013 have been complied with.

(v) In accordance with information and explanations given to us, the company has not accepted any deposits during the year and hence directives issued by the Reserve bank of India and provisions of section 73 to 76 and other applicable provisions of the Companies Act 2013, and rules framed there under are not applicable. No order in this regard, in respect of the company, has been passed by the Company Law Board or Reserve Bank of India or National Company Law Tribunal or any other court or any other tribunal.

(vi) We have broadly reviewed the books of account maintained by the company pursuant to the rules made by the central government for the maintenance of cost records under section 148 of the Act, and are of opinion that prima facie, the prescribed accounts and records have been made and maintained.

(vii) In our opinion and according to the information and explanation given to us, barring the delay & the non-payment of the following undisputed statutory liability, the company is regular in depositing undisputed statutory dues including Sales Tax, Wealth Tax, Cess and other material statutory dues, if any applicable to it with appropriate authorities.

Name of the Statute	Nature of Dues	Amount (Rs )	Period to which the amount relates	Due Date	Date of Payment	Remarks if any
Income Tax	Tax	99,64,863/-	2015-16	30-09-2016
Act,1961	Deducted	1,18,86,224/-	2013-14	30-09-2014	Unpaid
	at Source
MVAT Act 2002	VAT	1,05,83,729/-	2013-14	30-04-2014	Unpaid
	Providend	880/-	Jan 16	15-02-2016	04-04-16
	Fund	880/-	Dec 15	15-01-2016	04-04-16
		806/-	Nov 15	15-12-2015	04-04-16
		822/-	Oct 15	15-11-2015	04-04-16
		773/-	Aug 15	15-09-2015	04-04-16
		782/-	July 15	15-06-2015	04-04-16
		6,286/-	Feb 16	15-03-2016	04-04-16
		9,300/-	Mar 16	15-04-2016	06-05-16
	ESIC	1,483/-	Feb 16	20-03-2016	04-04-16
		2,286/-	Mrch 16	20-04-2016	06-05-16

	Profession Tax	97,675/ 95,500/ 69,000/ 1,65,325/ 96,950/-	2015-16 2014-15 2013-14 2012-13 2011-12	20-04-2016 20-04-2015 20-03-2014 20-03-2013 20-03-2012	Unpaid
	Unpaid Divdend	3,81,862/ 54,766/ 43,367/-	2008 2009 2010			To be Transferred to Investor Education and Protection Fund by the Company
	Share Application Money	177000/-	2005-06			To be Transferred to Investor Education and Protection Fund by the Company

(b) According to the information and explanation given to us, there are no dues of Income tax, Sales Tax, Service Tax, Custom duty, Excise duty and Cess which have not been deposited on account of dispute except the following:

Name of the Statute	Nature of the dues	Amount involved.	Period	Pending Before
Maharashtra VAT	Assessment	1,43,08,082	01.04.05	DC Appeal V To 31.03.06
Maharashtra VAT	Assessment	1,26,16,462	01.04.05	DC Appeal V To 31.03.06
Maharashtra VAT	Assessment	2,65,11,442	01.04.08	DC Appeal V To 31.03.09
Maharashtra VAT	Assessment	3,48,55,394	01.04.06	DC Appeal III To 31.03.07
Maharashtra VAT	Assessment	7,92,41,439	01.04.07	DC Appeal III To 31.03.08
Maharashtra VAT	Assessment	36,99,459	01.04.09	DC Appeal III To 31.03.10
Maharashtra VAT	Assessment	4,45,31,835	01.04.10	DC Appeal III To 31.03.11

(viii) According to the information and explanation given to us, the company has defaulted in repayment of the following dues with Banks. The amount of default is as per the records maintained by the company and the banks or financial institutions have not confirmed the balances outstanding as on 31^st March 2016.

Particulars	Amount of default as at the balance sheet date	Period of default	Remarks if any
Vijaya Bank	4095.26	unpaid
Vijaya Bank (Performance Gurantee)	3348.27	unpaid
Kotak Mahindra Bank	191.81	unpaid
SREI Finance Ltd	56.32	unpaid

(ix) The company has not raised moneys by way of initial public offer or further public offer (including debt instruments) and term loans, during the year. Therefore clause (ix) of Para 3 of the order is not applicable.

(x) In accordance with our audit as per generally accepted auditing practices and the information and explanation given to us, no fraud by or on the Company by its officers or its employees has been noticed or reported during the year nor have we been informed of any such case by the management.

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

(xii) The company is not a Nidhi Company as defined in section 406(1) of the Companies Act 2013. Therefore clause (xii) of Para 3 of the order is not applicable.

(xiii) All transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements etc as required by the applicable 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. Therefore clause (xiv) of Para 3 of the order is not applicable.

(xv) The company has not entered into any non-cash transactions with directors or persons connected with him and therefore compliance of the provisions of section 192 of Companies Act, 2013 is not applicable.

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

For HEGDE & ASSOCIATES

Chartered Accountants

Firm Reg. No 103610W

ManojShetty

(Partner)

M.No 138593

Date: 28/05/2016

Place: Mumbai

---

Mar 31, 2015

1. We have audited the accompanying financial statements of TARMAT LIMITED (Formerly known as Roman Tarmat Limited) (" the Company), which comprise the Balance sheet as at 31st March 2015 and the Statement of Profit & Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

2. 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 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 the Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities, the selection and application of appropriate accounting policies : making judgments and estimates that are reasonable and prudent; and the design , implementation and maintenance of adequate internal financial 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 misstatements, whether due to fraud or error.

Auditor's Responsibility

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

4. 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.

5. 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 consolidated financial statements are free from material misstatement.

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

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

Opinion

8. 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:

In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2015; and

In the case of the statement of Profit and Loss of the Loss for the year ended on that date; and

In the case of the Cash Flow statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9. 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, hereinafter referred to as 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 explanation given to us, we give in the Annexure a statement on the maters specified in Paragraphs 3 and 4 of the Order, to the extent applicable.

10. As required by Section 143(3) of the Act, we report, to the extent applicable, that:

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

b) In our opinion, proper books of accounts 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 and statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the relevant books of account

d) In our opinion, the Financial statement 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 of the Company as on March 31,2015, taken on record by the Board of Directors of the Company, none of the directors is disqualified as on March 31,2015, from being appointed as a director in terms of Section 164(2) of the Act.

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

i) The Company has disclosed the impact of pending litigations on the financial position of the Company in its financial statements as of March 31,2015.

ii) The Company has made provisions in its financial statements, as required under the applicable law of the accounting standards, for material foreseeable losses on long term contracts.

iii) There has been a delay in transferring an amount of Rs 177,000/- towards Share Application money which is required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure to the Independent Auditors' Report:

Referred to in paragraph 3 of the Independent Auditors' Report of even date on the accounts of TARMAT LIMITED on the financial statements as of and for the year ended 31st March 2015.

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

(b) The fixed assets were physically verified during the year by the Management of the respective entities in accordance with a regular programme of verification which, in our opinion, provides for physical verification of the fixed assets at reasonable intervals. According to the information and explanations given to us and based on the auditors reports issued in accordance with the Order on the aforesaid subsidiaries, no material discrepancies were noticed on such verification.

ii) (a) As explained to us, Inventories have been physically verified during the year by the management.

(b) The procedure explained to us, which are followed by the management for physical verification of inventories, are in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business

(c) On the basis of our examination of the inventory records of the Company, we are of the opinion that, the company is maintaining proper records of its inventory. Discrepancies, which were noticed on physical verification of inventory as compared to book records, have been properly dealt within the books of accounts.

iii) The Company has not granted any loans, secured and unsecured, to companies, firms or other parties covered in the Registers maintained under Section 189 of the Companies Act, 2013, and therefore paragraph 3(iii) of the Order is not applicable.

iv) In our opinion and according to the information and other explanation given to us, there are generally adequate internal control procedures commensurate with the size of the Company and the nature of its business with regards to purchases of stores, raw materials including components, plant and machinery, equipment and other assets and for sale of goods. During the course of previous year assessment, no major weakness in internal control has come to our notice.

v) Based on our scrutiny of the company's records and according to the information and explanations provided by the management, in our opinion the company has not accepted any loans or deposits which are ' deposits' within the meaning of Rule 2(b) of the Companies (Acceptance of Deposit's )Rules, 2014

vi) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government under section 148(1) of the Companies Act 2013 for maintenance of cost records and are of the opinion that primafacie, 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) In our opinion and according to the information and expianation given to us, barring non payment of undisputed liability of TDS 182.82 Lacs, Vat Rs 105.83 Lacs and Profession Tax no. 4.27 Lacs and delays in payment of Tax Deducted at Source, Provident Fund and Profession Tax, the company is regular in depositing undisputed statutory dues including Investor Education and Protection fund, Employees State Insurance Income Tax, Sales Tax, Wealth Tax, Cess and other material statutory dues, if any applicable to it with appropriate authorities. According to the information and explanation given to us, except payment of TDS Rs. 182.82 Lacs, Vat Rs. 105.83 Lacs and Profession tax 4.27 Lacs, there are no undisputed statutory dues payable for a period of more than six months from the date they became payable as at 31st March 15.

(b) According to the information and explanation given to us, there are no dues of Income Tax, Sales Tax, Service Tax, Custom duty, Excise duty and Cess which have not been deposited on account of dispute except in the following

Name of the statute. Nature of dues. Amount involved.

Maharashtra VAT Assessment 1,43,08,082

Maharashtra VAT Assessment 1,26,16,462

Maharashtra VAT Assessment 2,65,11,442

Maharashtra VAT Assessment 3,48,55,394

Maharashtra VAT Assessment 7,92,41,439

Maharashtra VAT Assessment 3,66,99,459

Maharashtra VAT Assessment 4,45,70,870

Name of the statute. Period pending Before

Maharashtra VAT 01.04.05 DC Appeal V To 31.03.06

Maharashtra VAT 01.04.05 DC Appeal V To 31.03.06

Maharashtra VAT 01.04.08 DC Appeal V To 31.03.09

Maharashtra VAT 01.04.06 DC Appeal III To 31.03.07

Maharashtra VAT 01.04.07 DC Appeal III To 31.03.08

Maharashtra VAT 01.04.09 DC Appeal III To 31.03.10

Maharashtra VAT 01.04.10 DC Appeal III To 31.03.11

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

ix) According to the records of the Company examined by us and in the information and explanation given to us, the company has defaulted in repayment of following dues with Banks.

Sr. Name of the Bank Principal Interest Period Of No (Rs. in Lacs) Delay (in Lacs)

1. Vijaya Bank 4000.00 2110.95 UNPAID

2. Vijaya Bank (Performance Gurantee) 1941.57 1237.71 UNPAID

Vijaya Bank has classified the account as Non Performing Assets during the Current financial year and has served a SARFESAI notice on the company against which the company has preferred an appeal.

In respect of the dues to the financial institution, there were defaults during the financial year under review.

Period of Default Principal Interest Total during the year (Rs in Lacs) (Rs. in Lacs) (Rs. in Lacs)

91-180 Days 84.49 26.24 110.73

x) According to the information and explanation given to us, the company has not given guarantee for loans taken by others from bank or Financial Institution.

xi) Based on the information and explanation given to us by the management, term loans were applied for the purpose for which the loans were applied.

xii) Based upon the audit procedures and information and explanation given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

FOR HEGDE & ASSOCIATES (Chartered Accountants) Firm Reg. No - 103610 W

sd/-

Manoj Shetty (Partner) M. No-138593

Date: 30.05.2015 Place: Mumbai

---

Mar 31, 2014

We have audited the accompanying financial statements of TARMAT LIMITED (Formerly known as Roman Tarmat Limited) (" the Company), which comprise the Balance sheet as at 31st March 2014 and the Statement of Profit & 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 these Financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956'' of India (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. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of 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 auditor''s judgment, including the assessment including the risk of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor consider internal control relevant to the company''s preparation and fair presentation of the financial statements in order to design the audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the 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, 2014; and

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

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

Report on Other Legal and Regulatory Requirements

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

2. As required under provisions of 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 accounts 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 and statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet and statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956; 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 the directors, as on 31st March, 2014, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act.

Referred to in paragraph 1 of our report on Other Legal and Regulatory Requirement

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

(b) As explained to us, fixed assets, according to the practice of the company, are physically verified by the management at reasonable intervals. In a phased verification programme, which in our opinion is reasonable, looking to the size of the company and the nature of its business. According to the information and explanation given to us, discrepancies noticed on physical verification have been adjusted in the books of account.

(c) The fixed assets disposed off during the year were not substantial. According to the information and explanation given to us, we are of the opinion that the disposal of the fixed assets has not affected the going concern of the Company.

2) (a) As explained to us, Inventories have been physically verified during the year by the management.

(b) The procedure explained to us, which are followed by the management for physical verification of inventories, are in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business

(c) On the basis of our examination of the inventory records of the Company, we are of the opinion that, the company is maintaining proper records of its inventory. Discrepancies, which were noticed on physical verification of inventory as compared to book records, have been properly dealt within the books of accounts.

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

(b,c,d)In view of (a) above, paragraphs 4 (iii) (b), (c) and (d) of the Order are not applicable.

(e) According to the information and explanation given to us, the Company has taken unsecured loan from a party listed in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was 100 Lacs and the balance at the end of the year is NIL.

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

(g) During the year, principal amount for loans taken and interest thereon are not due for payment.

4) In our opinion and according to the information and other explanation given to us, there are generally adequate internal control procedures commensurate with the size of the Company and the nature of its business with regards to purchases of stores, raw materials including components, plant and machinery, equipment and other assets and for sale of goods. During the course of previous year assessment, no major weakness in internal control has come to our notice.

5) (a) On the Basis of the audit procedures performed by us, and according to the information, explanations and representations given to us, we are of the opinion that, the transaction in which directors were interested as contemplated under Section 297 and sub-section (6) of Section 299 of the Companies Act 1956 and which were required to be entered in the register maintained under Section 301 of the said Act, have been so entered.

(b) In our opinion and according to the information and explanation given to us, there are transactions of services made in pursuance of contract of arrangement entered in the register maintained u/s 301 of the Companies Act, 1956 and the same are at the market price of the best alternative available in the market for the same.

6) The Company has not accepted any deposits from the public during the year under review. Since the company has not accepted any deposits from the public, Section 58A, 58AA or any other relevant provision of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public is not applicable to the company.

7) In our opinion the company has an adequate internal audit system in commensurate with size of the company and the nature of its business.

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

9) (a) In our opinion and according to the information and explanation given to us, barring non payment of undisputed liability of TDS 130.12 Lacs, Vat Rs 100.6 Lacs and Profession Tax Rs 2.82 Lacs and delays in payment of Tax Deducted at Source, Provident Fund and Profession tax, the company is regular in depositing undisputed statutory dues including Investor Education and Protection fund, Employees State Insurance, Income Tax, Sales tax, Wealth Tax, Cess and other material statutory dues, if any applicable to it with appropriate authorities. According to the information and explanation given to us, except payment of TDS Rs 130.12 Lacs, VAT Rs 100.6 Lacs and Profession Tax 2.82 Lacs, there are no undisputed statutory dues payable for a period of more than six months from the date they became payable as at 31st March 14.

(b) According to the information and explanations given to us ,there are no dues of Income tax, Sales tax, Wealth tax, Service tax, Custom duty, Excise duty and Cess which have not been deposited on account of dispute except in the following. Name of the statute. Nature of dues. Amount involved. Period Pending Before

Maharashtra VAT Assessment 1,43,08,082 01.04.05 DC Appeal vi To 31.03.06

Maharashtra VAT Assessment 1,26,16,462 01.04.05 DC Appeal vi To 31.03.06

Maharashtra VAT Assessment 2,65,11,442 01.04.08 DC Appeal vi To 31.03.09

10) The Company does not have accumulated losses at the end of the financial year. However it has incurred cash losses during the current financial year and in the immediately preceding financial year.

11) According to the records of the Company examined by us and in the information and explanation given to us, the company has defaulted in repayment of following dues with Banks.

Sr. No Name of the Bank Principal Interest Period of (Rs. in Lacs) (Rs. in Lacs) Delay

1. Vijaya Bank 4000.00 1248.32 UNPAID

2 Vijaya Bank 1941.57 675.91 UNPAID (Performance Gurantee)

Vijaya Bank has classified the account as Non Performing Assets during the Current financial year and has served a SARFESAI notice on the company against which the company has preferred an appeal.

In respect of the dues to the financial institution, there were defaults during the financial year under review which were made good by company by 31st March 2014.

period of Default Principal Interest Total during the year (Rs. in Lacs) (Rs. in Lacs) (Rs. in Lacs)

91-180 Days 42.20 18.98 61.18

Upto 90 Days 42.30 7.26 49.56

12) As explained to us the company has not granted loans and advances on the basis of security by way of pledge of share, debentures and other securities.

13) The Company is not a chit fund, nidhi or mutual benefit society. Hence the requirement of Item (xiii) of paragraph 4 of the order is not applicable to the company.

14) During the year the company has not undertaken any dealing in shares, securities or other investment and hence reporting under this clause does not arise.

15) According to the information and explanation given to us, the company has not given guarantee for loans taken by others from bank or Financial Institution.

16) Based on the information and explanation given to us by the management, term loans were applied for the purpose for which the loans were applied.

17) According to the information and explanation given to us and on an overall examination of the financial Statements of the Company and after placing reliance on the reasonable assumptions made by the company for classification of long term and short term usages if funds we are of the opinion that, prima facie, short term funds have not been utilized for long term purposes, no funds raised on short term basis have been used for long term investments. Similarly no funds raised on long-term basis have been used for short-term Investment.

18) According to the information and explanation given to us, the company has not made any preferential allotment of shares to parties and company covered in the register maintained under Section 301 of the Companies Act, 1956.

19) The Company has not issued any debentures. Hence the requirement of clause (xix) of paragraph 4 of the Order is not applicable to the company.

20) The Company has not issued or raised money by public issues, during the year.

21) According to the information and explanation given to us, and to the best of our Knowledge and belief, no fraud on or by the company has been noticed or reported during the year.





FOR HEGDE & ASSOCIATES (Chartered Accountants) Firm Reg. No - 103610 W

sd/- Manoj V Shetty Place: Mumbai (partner) Date: 31.05.2014 M. No- 138593

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of TARMAT LIMITED (Formerly known as Roman Tarmat Limited) (" the Company),which comprise the Balance sheet as at 31st March 2013 and the Statement of Profit & 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

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 referred to in sub-section (3C) of Section 211 of the Companies Act, 1956''of India (The "Act") This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of 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 auditor''s judgment, including the assessment including the risk of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor consider internal control relevant to the company''s preparation and fair presentation of the financial statements in order to design the audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Emphasis of Matter

We draw attention to

a) Note No 26 of the Notes to Accounts, wherein the company has paid a sum ofRs. 1044.15 lacs towards performance bank guarantee invoked by a client at Chennai. The management has filed a legal case against the client for fraudulently invoking the bank guarantee. However the amount paid has been written off as extraordinary item, as recovery of the same is subject to outcome of the litigation.

b) Note No 33 of the Notes on accounts, the company has written off investments made in Joint Venture amounting to Rs. 362.96 lacs as the amount is not longer recoverable.

Our Opinion is not qualified in respect of these matters

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the 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:

In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2013; and

(a) In the case of the statement of Profit and Loss of the Loss for the year ended on that date; and

(b) In the case of the Cash Flow statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

2. As required under provisions of 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 accounts 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 and statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account.

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

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

Annexure to the Independent Auditors'' Report:

Referred to in paragraph 1 of our report on Other Legal and Regulatory Requirement

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

b) As explained to us, fixed assets, according to the practice of the company, are physically verified by the management at reasonable intervals. In a phased verification programme, which in our opinion is reasonable, looking to the size of the company and the nature of its business. According to the information and explanation given to us, discrepancies noticed on physical verification have been adjusted in the books of account.

c) The fixed assets disposed off during the year were not substantial. According to the information and explanation given to us, we are of the opinion that the disposal of the fixed assets has not affected the going concern of the Company.

2) (a) As explained to us, Inventories have been physically verified during the year by the management.

(b) The procedure explained to us, which are followed by the management for physical verification of inventories, are in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business

(c) On the basis of our examination of the inventory records of the Company, we are of the opinion that, the company is maintaining proper records of its inventory. Discrepancies, which were noticed on physical verification of inventory as compared to book records, have been properly dealt within the books of accounts.

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

(b,c,d) In view of (a) above, paragraphs 4 (iii) (b), (c) and (d) of the Order are not applicable.

(e) According to the information and explanation given to us, the Company has taken unsecured loan from a party listed in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 100 Lacs and the balance at the end of the year is Rs. 100 Lacs.

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

(g) During the year, principal amount for loans taken and interest thereon are not due for payment.

4) In our opinion and according to the information and other explanation given to us, there are generally adequate internal control procedures commensurate with the size of the Company and the nature of its business with regards to purchases of stores, raw materials including components, plant and machinery, equipment and other assets and for sale of goods. During the course of previous year assessment, no major weakness in internal control has come to our notice.

5) (a) On the Basis of the audit procedures performed by us, and according to the information, explanations and representations given to us, we are of the opinion that, the transaction in which directors were interested as contemplated under Section 297 and sub-section (6) of Section 299 of the Companies Act 1956 and which were required to be entered in the register maintained under Section 301 of the said Act, have been so entered.

(b) In our opinion and according to the information and explanation given to us, there are transactions of services made in pursuance of contract of arrangement entered in the register maintained u/s 301 of the Companies Act, 1956 and the same are at the market price of the best alternative available in the market for the same.

6) The Company has not invited any deposits from the public, however it has accepted unsecured loan from a director. The company has not complied with the provisions of section 58A, 58AA of the Companies Act, 1956 or any other relevant provisions of the Act and the rules framed thereunder.

7) In our opinion the company has an adequate internal audit system in commensurate with size of the company and the nature of its business.

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

9) (a) In our opinion and according to the information and explanation given to us, barring non payment of undisputed liability of Service tax of Rs. 54,05,303/- and delays in payment of Tax Deducted at Source, Provident Fund and Profession tax, the company is regular in depositing undisputed statutory dues including Investor Education and Protection fund, Employees State Insurance, Income Tax , Sales tax , Wealth Tax , Cess and other material statutory dues, if any applicable to it with appropriate authorities. According to the information and explanation given to us, except payment of Service tax of Rs. 54.05 Lacs, Profession Tax Rs. 0.86 Lacs and TDS Rs. 36.56 Lacs, there are no undisputed statutory dues payable for a period of more than six months from the date they became payable as at 31st March 13.

(b) According to the information and explanation given to us, there is no disputed statutory due in respect of sales tax, income tax, custom duty, wealth tax, excise duty and cess.

10) The Company does not have accumulated losses at the end of the financial year. However it has incurred cash losses during the current financial year and in the immediately preceding financial year.

11) As explained to us the company has not granted loans and advances on the basis of security by way of pledge of share, debentures and other securities.

12) The Company is not a chit fund, nidhi or mutual benefit society. Hence the requirement of Item (xiii) of paragraph 4 of the order is not applicable to the company.

13) During the year the company has not undertaken any dealing in shares, securities or other investment and hence reporting under this clause does not arise.

14) According to the information and explanation given to us, the company has not given guarantee for loans taken by others from bank or Financial Institution.

15) Based on the information and explanation given to us by the management, term loans were applied for the purpose for which the loans were applied.

16) According to the information and explanation given to us and on an overall examination of the financial Statements of the Company and after placing reliance on the reasonable assumptions made by the company for classification of long term and short term usages if funds we are of the opinion that, prima facie, short term funds have not been utilized for long term purposes, no funds raised on short term basis have been used for long term investments. Similarly no funds raised on long-term basis have been used for short-term Investment.

17) According to the information and explanation given to us, the company has not made any preferential allotment of shares to parties and company covered in the register maintained under Section 301 of the Companies Act, 1956.

18) The Company has not issued any debentures. Hence the requirement of clause (xix) of paragraph 4 of the Order is not applicable to the company.

19) The Company has not issued or raised money by public issues, during the year.

20) According to the information and explanation given to us, and to the best of our Knowledge and belief, no fraud on or by the company has been noticed or reported during the year.

FOR HEGDE & ASSOCIATES

(Chartered Accountants)

Firm Reg. No-103610 W

sd/-

Manoj Shetty

(Partner)

M. No-138593

Place: Mumbai

Date: 27.06.2013

---

Mar 31, 2012

We have audited the attached Balance Sheet of Tarmat Ltd., as at 31st March, 2012 and also the Profit & Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statement. 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.

2. Without qualifying our opinion, we draw attention to Note 33 regarding the value of investments in Joint Ventures.

3. As required by the Companies (Auditor’s Report) Order, 2003 as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (the “Order”) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

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

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

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

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

iv) 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.

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

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts 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 March 31, 2012.

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

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



ANNEXURE REFERRED TO IN PARAGRAPH 3 of our REPORT OF EVEN DATE

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

b) The fixed assets of the Company have been physically verified by the management for certain items in respect of its quantity and value at its various project sites. In accordance with the phased programme for verification of fixed assets, the management during the year physically verified certain items of fixed assets and no material discrepancies were noticed on such verification.

c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed by the Company during the year.

2. a) The inventories of the Company have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

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

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

b) Since the Company has not granted any loans and advances to the parties covered in the register maintained under section 301 of the Companies, Act 1956, disclosure under b, c & d are not applicable.

c) The Company has not taken any unsecured loans from parties covered in the register maintained under section 301 of the Companies Act, 1956.

d) Since the Company has not accepted any loans and advances from the parties covered in the register maintained under section 301 of the Companies Act, 1956, disclosure under this clause is not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control procedures.

5. To the best of our knowledge and belief and according to the information and explanations given to us, there were no contracts or arrangements that needed to be entered in the register maintained under Section 301 of the Companies Act, 1956.

6. The Company has not accepted any deposits from the public within the meaning of Section 58A and Sec 58AA.

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

8. To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under the clause (d) of Sub-Section (1) of section 209 of the companies Act, 1956.

9. a) According to the information and explanations given to us, barring non payments of undisputed liability of service tax of Rs. 54,05,303/-, and delays in payment of Tax Deducted At Source and Provident Fund, the Company has been regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, cess and other statutory dues as applicable with appropriate authorities. According to the information and explanations given to us, except payment of Service Tax of Rs. 54,05,303/ - no undisputed amount in respect of other statutory dues were in arrears as at 31st March, 2012, for a period of more than six months from the date they become payable.

b) According to the information and explanation given to us and the records of the Company examined by us, there are no dues of Income Tax, Sales Tax , Wealth Tax, Service Tax, Custom duty, Excise duty and Cess which have not been deposited on account of any dispute.

10) The company has neither accumulated losses at the end of the financial year nor it has not incurred any cash losses in the current and immediately preceding financial year.

11) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions or banks. The Company does not have any outstanding debenture.

12) According to the information and explanation given to us and based on the documents and records produced to us, the Company has not granted loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13) 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.

14) In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

15) According to the Information and explanation given to us, the Company has not given any guarantee for loan taken by others, from Banks/Financial Institutions.

16) Based on information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

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

18) According to the information and explanation given the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956 during the year.

19) According to the information the Company has not raised any money during the year by of issue of debentures.

20) During the year the Company has not raised any money from the public and therefore the disclosure of the deployment of the same does not arise.

21) Based on the audit procedure formed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanation given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of audit.



For HEGDE & ASSOCIATES CHARERED ACCOUNTANTS Registration No. 103610W

Sd/- MANOJ V SHETTY (PARTNER) Membership No. 138593

Place : Mumbai Date : 11.06.2012

---

Mar 31, 2010

We have audited the attached Balance Sheet of Roman Tarmat Ltd., as at 31st March, 2010 and also the Profit & Loss account and the Cash Flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statement. 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.

2. As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (the “Order”) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

3. Further to our comments in the annexure referred to above, we report that:

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

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

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

iv) 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.

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

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts 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 March 31,2010.

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

1. a) The company has maintained proper records showing full particul -ars, including quantitative details and situation of Fixed Assets.

b) The fixed assets of the company have been physically verified by the management for certain items in respect of its quantity & value at its various project sites. In accordance with the phased programme for verification of fixed assets, the management during the year physically verified certain items of fixed assets and no material discrepancies were noticed on such verification.

c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed by the Company during the year.

2. a) The inventories of the Company have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

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

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

b) Since the company has not granted any loans and advances to the parties covered in the register maintained under section 301 of the Companies, Act 1956, disclosure under b, c & d are not applicable.

c) The company has not taken any unsecured loans from parties covered in the register maintained under section 301 of the Companies Act 1956.

d) Since the company has not accepted any loans and advances from the parties covered in the register maintained under section 301 of the Companies Act 1956, disclosure under this clause is applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control procedures.

5. a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the contracts or arrangements that need to be entered into the register required to be maintained under Section 301 of the Companies Act 1956 have been so entered.

b) In our opinion and having regard to our comments in paragraph (iv) above, and according to the information and explanations given to us, transactions made in pursuance of contracts of 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 prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public within the meaning of Section 58A and Sec 58AA.

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

8. To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under the clause (d) of Sub-Section (1) of section 209 of the companies Act, 1956.

9. a) According to the information and explanation given to us, barring non payments of undisputed liability of service tax of Rs.54,05,303/-,and minor delays in payment of TDS and Provident Fund ,the Company has been regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, cess and other statutory dues as applicable with appropriate authorities. According to the information and explanations given to us, except payment of Service Tax of Rs 54,05,303/-no undisputed amount in respect of other statutory dues were in arrears as at 31st March,2010, for a period of more than six months from the date they become payable.

b) According to the information and explanation given to us and the records of the Company examined by us, the particulars of dues of Income Tax, Sales Tax , Wealth Tax, Service Tax, Custom duty, Excise duty and Cess which have not been deposited on account of dispute are as follows

Nature of the disputed Amount (in Rs lacs) Period for which the Forum where disputes Dues amount relates are pending

Sales Tax 40.38 2008-09 JT. Commissioner

Sales Tax 201.05 2007-08 Appeals, Belgaum, Karnataka

10) The company has neither accumulated losses at the end of the financial year nor it has incurred any cash losses in the current and immediately preceding financial year

11) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions or banks. The company does not have any outstanding debenture.

12) According to the information and explanation given to us and based on the documents and records produced to us, the Company has not granted loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13) 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.

14) In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

15) According to the Information and explanation given to us , the Company has not given any guarantee for loan taken by others, from Banks / Financial Institutions.

16) Based on information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

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

18) According to the information and explanation given the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956 during the year.

19) According to the information the Company has not raised any money during the year by of issue of debentures.

20) During the year the Company has not raised any money from the public and therefore the disclosure of the deployment of the same does not arise.

For Hegde & Associates

Firm Registration no. 103610W

Chartered Accountants,

Sd/- K P Ajmera (Partner) Membership no. 36319

Place : Mumbai Date : 7th, July .2010



21) Based on the audit procedure formed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanation given by the management, we report no fraud on by the company had been noticed or reported during the course of audit.