Auditor Report of Alfa Transformers Ltd.

Mar 31, 2025

We have audited the accompanying Ind AS financial statements of ALFA TRANSFORMERS
LIMITED ("hereinafter referred to as the Company") comprise the Balance Sheet as at March
31, 2025, the Statement of Profit and Loss, including the statement of Other Comprehensive
Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then
ended, and a summary of significant accounting policies and other explanatory information.

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 Companies Act,
2013 ("the Act") in the manner so required and give a true and fair view in conformity with the
Indian Accounting Standards prescribed under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other
accounting principles generally accepted in India, of the state of affairs of the Company as at
March 31,2025, the Profit and total comprehensive Profit, changes in equity and its cash flows
fortheyearended on that date.

Basis forOpinion

We conducted our audit of the financial statements in accordance with the Standards on
Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those
Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Company in accordance with the
Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with
the independence requirements that are relevant to our audit of the financial statements
under the provisions of the Act and the Rules made there under, and we have fulfilled our
other ethical responsibilities in accordance with these requirements and the ICAI''s Code of
Ethics. We believe that the audit evidence we have obtained are sufficient and appropriate to
provide a basis for our audit opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of utmost
significance in our audit of the financial statements for the current period. These matters were
addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters. We have
determined the matters described below to be the key audit matters to be communicated in
our report.

Sr. Me	Key Audit Marten	Auditor''* Response
1	Accuracy 01 recognition, pi#i#n«;rtn arm disclosure* of revenues and ot wr related balances in view of adoption of bid AS 115	We h*v* assessed the Company''s process to identify the impact of adoption erf die revenue accounting standard. Our aud is approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as follows: |il- Verification of purchase order w/.L quantity, rate etc, lui Delivery erf maitM Collection WJ.t the Ml etc |»H) Recognition of future obligation towards warranty repairing liability based on the past trend as measured by the management.
2	Vrtiiilen of the 1n**mcry m of adoption of Ind AS 2 * Inventories"	Wf h*u* ttwlrttl 1h* CnniJHCiy''i proertt 14 itltfllily in# imjMCt Of *dOptl->o Wf lh* inventory «COuniing sundwd. Our audit approach constled resting of Hi# d«ign and opwating tflKlbintis df Ifw hltm^ control! and s-.ibstjufiv# luting as folkjwi: 14Verifying [he record* available with the company fc¦ movopienl of slocks. >| Obtaining valusMiyi certificate1 from The company. ;»i)neiying on the internal Audit Report. (rv)Relying on the physical vrthfiMiiHi report
S	Recognition and Confirmation of Balances, of Sundry Debtors I 1	We have assessed the Company''s process to identify the balance of Sundry Debrors in Books of Accounts. Our aud it approach consisted testeng of ihe design and operating effectiveness of the internal controls and substantive testing as follows: ft The tfwtsactfofK are verified by corresponding bilk and payments lii) Wo have relied on the accounting and balancing figures as per financials approved by management

Information Other than the Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other
information comprises the information included in the Management Discussion and Analysis,
Board''s Report including Annexures to Board''s Report, Business Responsibility Report,
Corporate Governance and Shareholder''s Information, but does not include the financial
statements and our auditor''s report thereon. Our opinion on the financial statements does not
cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained during the course of our audit or
otherwise appears to be materially misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.

Management''s Responsibility forthe Financial Statements

The Company''s Board of Directors is responsible forthe matters stated in section 134(5) of the
Act with respect to the preparation of these financial statements that give a true and fair view
of the financial position, financial performance, total comprehensive income, changes in
equity and cash flows of the Company in accordance with the Ind AS and other accounting
principles generally accepted in India. This responsibility also includes maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design, implementation and maintenance of
adequate internal 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. In preparing the financial statements, management is
responsible for assessing the Company''s ability to continue as going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting
unless management either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so. The Board of Directors are responsible for overseeing the
Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professionaljudgment and maintain
professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to
design audit procedures that are appropriate in the circumstances. Under section 143(3)(i)
of the Act, we are also responsible for expressing our opinion on whether the Company has
adequate internal financial controls system in place and the operating effectiveness of such
controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimatesand related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company''s
ability to continue as a going concern. If we conclude that a material uncertainty exists, we
are required to draw attention in our auditor''s report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor''s
report. However, future events or conditions may cause the Company to cease to continue
asa going concern.

• Evaluate the overall presentation, structure and content of the financial statements,
including the disclosures, and whether the financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or
in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable
user of the financial statements may be influenced. We have considered quantitative
materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating
the results of our work; and (ii) to evaluate the effect of any identified misstatements in the
financial statements.

We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the financial statements of the current
period and are therefore the key audit matters. We describe these matters in our auditor''s
report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.

Other Matters:

Confirmation of Debtors and Creditors:

In some of the cases the party conformation from Sundry Creditors and Sundry Debtors
specifically from Gujarat Power sector companies and also from TPCODL etc. are yet to be
received as on 31-03-2025. The Debtors/ creditors balances have been considered as per
the figures appearing in the books of accounts of the Company in absence of
conformation from the parties.

Our opinion is not qualified in respect of these matters.

Report on Other Legal and Regulatory Requirements

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

a. we have soughtand obtained all the information and explanationswhich to the best of
our knowledgeand beliefwere necessary for the purpose of ouraudit.

b. in our opinion proper books of account as required by law have been kept by the
Company so farasitappears from our examination ofthose books.

c. the Balance Sheet, the Statement of Profit and Loss including the other
Comprehensive income, the statement of Cash Flow and statement of changes in
Equity dealt with by this Report are in agreement with the books of account.

d. in our opinion, the aforesaid Ind AS financial statements comply with the Accounting
Standards specified under section 133 of the Act.

e. On the basis of written representation received from the directors of the company as
on March 31, 2025 taken on record by the Board of Directors of the company, none of
the continuing directors of the company, are disqualified as on March 31, 2025 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 A" to this report. Our report expresses an unmodified opinion on
the adequacy and operating effectiveness of the Company''s internal financial over
financial reporting.

a. With respect to the other matters to be included in the Auditor''s Report in accordance
with the requirements of Section 197(16) of the Act as amended:

In our opinion and to the best of our information and according to the explanations given to
us, the Remuneration paid by the company to its Directors during the year is in accordance
with the provisions of Section 197 of the Act.

b. 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.

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

iii. The company needs to deposit for Rs.60,000/- outstanding as on 31.03.2025 in
Investor Education and Protection Fund since the promoter group had traded the
shares during the trading closure window period.

iv. (a) The Management has represented that, to the best of its knowledge and belief, no
funds (which are material either individually or in the aggregate) have been advanced
or loaned or invested (either from borrowed funds or share premium or any other
sources or kind of funds) by the Company to or in any other person or entity, including
foreign entity ("Intermediaries"), with the understanding, whether recorded in writing
or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest
in other persons or entities identified in any manner whatsoever by or on behalf of the
Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, no
funds (which are material either individually or in the aggregate) have been received
by the Company from any person or entity, including foreign entity ("Funding
Parties"), with the understanding, whether recorded in writing or otherwise,

that the Company shall, whether, directly or indirectly, lend or invest in other persons
or entities identified in any manner whatsoever by or on behalf of the Funding Party
("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has caused us
to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as
provided underand (b) above, contain any material misstatement.

i. The company has not proposed, declared and paid any interim as well as final
dividend.

ii. The company has used such accounting software for maintaining its books of
account which has a feature of recording audit trail (edit log) facility and the same
has been operated throughout the year for all transactions recorded in the
software.

2. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the
Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a
statement on the matters specified in paragraphs 3 and 4 of the Order.

Place: Bhubaneswar UDIN: 25057293BMHXUJ9936

Date: 27/05/2025

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Mar 31, 2024

We have audited the accompanying Ind AS financial statements of ALFA TRANSFORMERS LIMITED (“hereinafter referred to as the Company”) comprise the Balance Sheet as at March 31,2024, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

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 Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2024, the Profit and total comprehensive Loss, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence we have obtained are sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of utmost significance in our audit of the financial statements for the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. No	Key Audit Matters	Auditor’s Response
1	Accuracy of recognition, measurement, presentation and disclosures of revenues and other related balances in view of adoption of Ind AS 115	We have assessed the Company''s process to identify the impact of adoption of the revenue accounting standard. Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as follows: (i) Verification of purchase order w.r.t. quantity, rate etc. (ii) Delivery of the material, Collection w.r.t the bill etc. (iii) Recognition of future obligation towards warranty repairing liability based on the past trend as measured by the management .
2	Valuation of the Inventory in view of adoption of Ind AS 2 “Inventories”	We have assessed the Company''s process to identify the impact of adoption of the inventory accounting standard. Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as follows: (i) Verifying the records available with the company for movement of stocks. (ii) Obtaining valuation certificate from the company. (iii) Relying on the Internal Audit Report . (iv) Relying on the physical verification report.
3	Recognition and Confirmation of Balances of Sundry Debtors	We have assessed the Company''s process to identify the balance of Sundry Debtors in Books of Accounts. Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as follows: (i) We have relied on the accounting and figures as provided to us for audit.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Business Responsibility Report, Corporate Governance and Shareholder''s Information, but does not include the financial statements and our auditor''s report thereon. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management’s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal 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. In preparing the financial statements, management is responsible for assessing the Company''s ability to continue as going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Board of Directors are responsible for overseeing the Company''s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We have considered quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not

be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters :

1. Confirmation of Debtors and Creditors :

In some of the cases the party conformation from Sundry Creditors and Sundry Debtors specifically from Gujurat Power sector companies are yet to be received as on 31-03-2024. The Debtors/ creditors balances have been considered as per the figures appearing in the books of accounts of the Company in absence of conformation from all the parties.

Our opinion is not qualified in respect of these matters.

Report on Other Legal and Regulatory Requirements

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

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

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

c. the Balance Sheet, the Statement of Profit and Loss including the other Comprehensive income, the statement of Cash Flow and statement of changes in Equity dealt with by this Report are in agreement with the books of account.

d. in our opinion, the aforesaid Ind AS financial statements comply with the Accounting Standards specified under section 133 of the Act.

e. On the basis of written representation received from the directors of the company as on March 31,2024 taken on record by the Board of Directors of the company, none of the continuing directors of the company, are disqualified as on March 31,2024 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 A” to this report. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial over financial reporting.

g. With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of Section 197(16) of the Act as amended:

In our opinion and to the best of our information and according to the explanations given to us, the Remuneration paid by the company to its Directors during the year is in accordance with the provisions of Section 197 of the Act.

h. 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.

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

iii. The company needs to deposit for Rs.60,000/- outstanding as on 31.03.2024 in Investor Education and Protection Fund since the promoter group had traded the shares during the trading closure window period.

iv. (a)The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in

the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under and (b) above, contain any material misstatement.

v. The company has not proposed, declared and paid any interim as well as final dividend.

vi. The company has used such accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all transactions recorded in the software.

2. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.

For PAMS & ASSOCIATES, CHARTERED ACCOUNTANTS FIRM REGISTRATION NUMBER: 316079E

Sd/-

CA Satyajit Mishra Partner

^Bhuba n^eswar Membership No. 057293

^{Date : 27052024} UDIN: 24057293BKAUOV4122

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Mar 31, 2015

We have audited the accompanying standalone financial statements of Alfa Transformers Limited('the Company'), which comprise the balance sheet as at 31 March 2015, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these standalone 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 thereunder.

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

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

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

Opinion

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act,2013, we give in the Annexure a statement on the matters specified in the paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

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

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

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

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

i. the Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 25(8) to the financial statements;

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

iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

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

(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 programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(ii) (a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.

(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 reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion, the Company has maintained proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) According to information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii)(b)&(c) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems 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 and services. Further, on the basis of our examination, we have neither come across nor have we been informed of any instance of major weakness in the aforesaid internal control systems.

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

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

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, excise duty, cess and other statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, excise duty, cess and other statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable except Rs 27645/-& Rs 5028/- pertaining to entry tax & sales tax respectively.

(b) As at March 31, 2015 details of disputed statutory dues of provident fund, investor education and protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, customs duty, value added tax, excise duty, cess and other statutory dues are as follows:

Name of the Statute Period Dispute (in brief) Income Tax Act,1961 1994-95 Deduction U/S 80 I disallowed in assessment

Income Tax Act,1961 1995-96 Deduction U/S 80 I disallowed in assessment

Income Tax Act,1961 2006-07 Disallowance of Deposit/ advances written off, loss on discarded assets.

Income Tax Act,1961 2009-10 Disallowance of expenses

(Appeals)

Income Tax Act,1961 2010-11 Disallowance of advances written off, loss on discarded assets Disallowance of expenses

Central Sales Tax,1956 1989-90 Disallowance of CST exemption

Central Sales Tax,1956 1990-91 Disallowance of CST exemption Bhubaneswar

Central Sales Tax,1956 1991-92 Disallowance of CST exemption

The Orissa Sales 1996-97 Disallowance of Price Tax Act, 1947 Variation Bill

The Orissa Sales 2003-04 Wanting Form IV & XXXIV Tax Act, 1947

The Orissa Entry 2004-05 Demand on Purchase of Tax Act, 1999 Raw Materials

The Orissa Entry 2005-06 Demand on Purchase of Tax Act, 1999 Raw Materials

Name of the Statute Disputed Forum where disputeis Amount Rs. pending Income Tax Act,1961 2,77,227 High Court of Orissa Income Tax Act,1961 2,71,209 High Court of Orissa Income Tax Act,1961 11,90,020 Income Tax Appellate Tribunal, Cuttack Income Tax Act,1961 23,860 Commissioner of Income Tax (Appeals)

Income Tax Act,1961 5,960 Commissioner of Income Tax (Appeals) Central Sales Tax,1956 2,51,039 High Court of Orissa Central Sales Tax,1956 1,08,000 Commissioner of Sales Tax, Bhubaneswar Central Sales Tax,1956 15,50,740 Sales Tax Tribunal The Orissa Sales 73,008 Sales Tax Tribunal Tax Act, 1947

The Orissa Sales 6,62,384 Assistant Commissioner of Tax Act, 1947 Sales Tax

The Orissa Entry 2,77,791 Sales Tax Tribunal, Cuttack Tax Act, 1999

The Orissa Entry 87,06,714 Orissa High Court, Cuttack Tax Act, 1999

(c) According to the information and explanations given to us there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

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

(ix) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution, bank or to debenture holders during the year.

(x) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

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

(xii) Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the Management.

For A.K.SABAT & CO Chartered Accountants

Sd/- (A.K.BHUYAN) PARTNER Firm's registration number: 321012E Partner Membership number: 062684 Bhubaneswar 29th May 2015

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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:

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

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

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

Report on Other Legal and Regulatory Requirements

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

2 As required under provisions of section 227(3) of the Companies Act, 1956, 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 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 appears from our examination of those books;

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

d. in our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;

e. on the basis of the written representations received from the Directors as on March 31, 2014 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2014 from being appointed as a Director in terms of Section 274(1)(g) of the Companies Act, 1956;

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company. ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT RE: ALFA TRANSFORMERS LIMITED ("THE COMPANY")

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

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

(c) During the year, in our opinion, a substantial part of fixed assets has not been disposed off by the Company.

(ii) (a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.

(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 reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion, the Company has maintained proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) According to information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii)(b) to (d) of the Order are not applicable to the Company and hence not commented upon.

(b) The Company has taken unsecured loan from companies & other parties covered in the register maintained under Section 301 of the Companies Act, 1956 amounting to Rs 70.70 lakh.

(c) Rate of interest, other terms and conditions are prima facie not prejudicial to the interest of the Company.

(d) Payment of principal amount & interest in respect of the above mentioned loan have been regular.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems 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 and services. Further, on the basis of our examination, we have neither come across nor have we been informed of any instance of major weakness in the aforesaid internal control systems.

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

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of rupees five Lakhs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time. (vi) The Company has not accepted any deposits from the public.

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

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

(ix) (a) According to the records of the Company and information and explanations given to us, in our opinion, undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us, there were no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other statutory dues outstanding as at 31.03.2014 for a period of more than six months from the date they became payable except Rs 27645/- & Rs 142536/- pertaining to entry tax & sales tax respectively.

(b) As at March 31, 2014, details of disputed statutory dues of provident fund, investor education and protection fund, employees'' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other statutory dues are as follows:

Name of the Statute Financial Dispute Demand Forum where dispute Year (in brief) Amount is pending

Income Tax Act,1961 1994-95 Deduction U/S 80 I 277227 Case filed at High Court of disallowed in assessment Orissa filed on dt. 03-09-2004

Income Tax Act,1961 1995-96 Deduction U/S 80 I 271209 Case filed at High Court of disallowed in assessment Orissa filed on dt. 03-09-2004

Income Tax Act,1961 2006-07 Disallowance of Deposit/ 1190020 Assessing officer passed the advances wri -tten off,loss order u/s 143 (3) / 254 on discarded assets. dt. 30-03-2013 (order received on 30-03-12) = on relief allowed -appealed before CIST (a) (II) BBSR on 29-04-2013 (FY-2005 -06, Asst Year-2006-07 Income Tax Appellate Tribunal,Cuttack Income Tax Act,1961 2010-11 i) Travelling Expenses - 23860 Appeal filed before CIT (a) (II) Rs.1,14,920/- on dt. 09-05-2013

ii) Selling Expenses- Rs.1,11,190/- = total = Rs.2,26,110/- Income Tax Act,1961 2004-05 i) Delayed in deposti of EPF Case filed at High Court of & ESI Rs. 62239/-. - Orissa, filed on 25-06-2010.

Central Excise and 2002-03 Disallowance of CENVAT 106711 Commissioner (Appeals), Salt Act,1944 on inputs purchased return the file to Asst. from 100% EOU Commissioner, Bhubaneswar for re-assessment

Central Sales Tax,1956 1989-90 Disallowance of 251039 High Court of Orissa CST exemption

Central Sales Tax,1956 1990-91 Disallowance of 108000 Revision petition before CST exemption Commissioner of Sales Tax, Cuttack

Central Sales Tax,1956 1991-92 Disallowance of 1550740 2nd Appeal at Sales Tax CST exemption Tribunal

Central Sales Tax,1956 2000-01 Surcharge on Central 71,399 1st appeal file at Asst. Sales Tax Commissioner of Sales Tax

Central Sales Tax,1956 2002-03 For D Form Transaction 31,837 1st appeal file at Asst. Commissioner of Sales Tax The Orissa Sales 1996-97 Disallowance of Price 73,008 Sales Tax Tribunal (as per Tax Act, 1947 Variation Bill direction of Tribunal documents submitted for re-assessment)

The Orissa Sales 2002-03 Wanting Form IV & XXXIV 266710 1st appeal file at Asst. Tax Act, 1947 Commissioner of Sales Tax

The Orissa Sales 2003-04 Wanting Form IV & XXXIV 662384 1st appeal file at Asst. Tax Act, 1947 Commissioner of Sales Tax

Central Sales Tax,1956 2005-06 C Form Wanting 38,850 1st appeal file at Asst. Commissioner of Sales Tax The Orissa Entry Tax 2002-03 Demand on Purchase 116787 1st appeal file at Asst. Act, 1999 of Raw Materials Commissioner of Sales Tax

The Orissa Entry 2004-05 Demand on Purchase 277791 Appeal Sales Tax Tribunal, Tax Act, 1999 of Raw Materials Cuttack. Division Bench. Next dt. 04-01-2014 & 27-01-2014 The Orissa Entry 2005-06, Demand on Non payment of 8706714 Stay petition filed at Orissa High Tax Act, 1999 2006-07 Entry Tax on purchase of Court vide W.P ( C ) No. 556 & 2007-08 materials for used in of 2013 dt. 08-01-13. Export Purpose and Freight Inward.

(x) The Company has no accumulated losses at the end of the financial year ending 31.03.2014. The Company has not incurred cash losses during the financial year covered by our audit but had incurred cash losses in the immediately preceding financial year.

(xi) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution, bank or to debenture holders during the year.

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

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

(xiv) In our opinion and according to the information and explanations given to us, the Company is not dealer or trader in securities. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

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

(xvii) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have not been used during the year for long-term investment.

(xviii) During the year the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) The Company did not have any outstanding debentures during the year.

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

(xxi) Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the Management.

For A. K. Sabat & Co.

Chartered Accountants

Firm Registration No. 321012E

(S.CHAND)

PARTNER Membership No. 050063 Place : Bhubaneswar Date : 27th May, 2014

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Mar 31, 2013

Report on Financial Statements

We have audited the accompanying financial statements of Alfa Transformers Limited ("the Company") which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

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

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

Report on Other Legal and Regulatory Requirements

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

2 As required under provisions of section 227(3) of the Companies Act, 1956, 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 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 appears from our examination of those books;

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

d. in our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;

e. on the basis of the written representations received from the Directors as on March 31, 2013 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2013 from being appointed as a Director in terms of Section 274(1)(g) of the Companies Act, 1956;

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

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT RE: ALFA TRANSFORMERS LIMITED ("THE COMPANY")

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

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

(c) During the year, in our opinion, a substantial part of fixed assets has not been disposed off by the Company.

(ii) (a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.

(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 reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion, the Company has maintained proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) According to information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii)(b) to (d) of the Order are not applicable to the Company and hence not commented upon.

(e) The Company has taken unsecured loan from companies & other parties covered in the register maintained under Section 301 of the Companies Act, 1956 amounting to Rs 44.50 lakh.

(f) Rate of interest, other terms and conditions are prima facie not prejudicial to the interest of the Company.

(g) Payment of principal amount & interest in respect of the above mentioned loan have been regular.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems 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 and services. Further, on the basis of our examination, we have neither come across nor have we been informed of any instance of major weakness in the aforesaid internal control systems.

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

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of rupees five Lakhs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time. (vi) The Company has not accepted any deposits from the public.

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

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

(ix) (a) According to the records of the Company and information and explanations given to us, in our opinion, undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us, there were no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees'' state insurance, income- tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other statutory dues outstanding as at 31.03.2013 for a period of more than six months from the date they became payable.

(b) As at March 31, 2013, details of disputed statutory dues of provident fund, investor education and protection fund, employees'' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other statutory dues are as follows:

Name of the Statute Period Dispute (in brief)

Central Excise and 2002-03 Disallowance of CENVAT on Salt Act,1944 inputs purchased from 100% EOU

Income Tax Act,1961 1994-95 Deduction U/S 80 I disallowed in assessment

Income Tax Act,1961 1995-96 Deduction U/S 80 I disallowed in assessment

Income Tax Act,1961 2006-07 Disallowance of Deposit/ advances written off, loss on discarded assets .

Income Tax Act,1961 2010-11 Disallowance of expenses

Central Sales Tax,1956 1989-90 Disallowance of CST exemption

Central Sales Tax,1956 1990-91 Disallowance of CST exemption

Central Sales Tax,1956 1991-92 Disallowance of CST exemption

Central Sales Tax,1956 2000-01 Surcharge on Central Sales Tax

Central Sales Tax,1956 2002-03 For D Form Transaction

The Orissa Sales 1996-97 Disallowance of Price Variation Bill Tax Act, 1947

The Orissa Sales 2002-03 Wanting Form IV & XXXIV Tax Act, 1947

The Orissa Sales 2003-04 Wanting Form IV & XXXIV Tax Act, 1947

Central Sales Tax,1956 2005-06 C Form Wanting

The Orissa Entry 2002-03 Demand on Purchase of Tax Act, 1999 Raw Materials

The Orissa Entry 2004-05 Demand on Purchase of Tax Act, 1999 Raw Materials

The Orissa Entry 2005-06 Demand on Purchase of

Tax Act, 1999 to 2007-08 Raw Materials

Name Disputed Forum where dispute Amount Rs. is pending

Central Excise 1,06,711 Commissioner (Appeals)

Central Excise 2,77,227 High Court of Orissa

Central Excise 2,71,209 High Court of Orissa

Central Excise 11,90,020 Income Tax Appellate Tribunal, Cuttack

Central Excise 23,860 Income Tax Appellate

Central Excise Cuttack

2,51,039 High Court of Orissa

Central Excise 1,08,000 Revision Petition before Commissioner of Sale

Tax, Bhubaneswar

15,50,740 Sales Tax Tribunal

Central Excise 71,399 Asst. Commissioner of

Central Excise Sales Tax

31,837 Asst. Commissioner of Sales Tax.

Central Excise 73,008 Sales Tax Tribunal

Central Excise 2,66,710 Assistant Commissioner of Sales Tax

Central Excise 6,62,384 Assistant Commissioner of Sales Tax

Central Excise 38,850 Assistant Commissioner of Sales Tax

Central Excise 1,16,787 Assistant Commissioner of Sales Tax

Assistant Commissioner 2,77,791 of Sales Tax

Central Excise 87,06,714 Assistant Commissioner of Sales Tax

(x) The Company has no accumulated losses at the end of the financial year ending 31.03.2013. The Company has incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution, bank or to debenture holders during the year.

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

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

(xiv) In our opinion and according to the information and explanations given to us, the Company is not dealer or trader in securities. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

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

(xvii) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have not been used during the year for long-term investment.

(xviii) During the year the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) The Company did not have any outstanding debentures during the year.

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

(xxi) Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the Management.

For A. K. Sabat & Co.

Chartered Accountants

Firm Registration No. 321012E

(S.CHAND)

PARTNER

Membership No. 050063

Place : Bhubaneswar

Date : 29/05/2013

---

Mar 31, 2012

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

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

In accordance with provisions of Section 227 of the Companies Act, 1956, we report that:

1. As required by the Companies (Auditor's Report) Order, 2003 as amended by Companies (Auditor's Report) (Amendment) Order, 2004 (together the 'Order') issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in Paragraphs 4 & 5 of the said Order.

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

(a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 appears from our examination of those books;

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

(d) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report have been drawn in accordance with 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 directorsstand taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(f) Paragraph No.14 of Note 26 relating to impairment of assets are based on Management's estimate / evaluation, which we have relied upon; and

(g) in our opinion, and to the best of our information and according to the explanations given to us, the said accounts read together with Significant Accounting Policies and other notes appearing in Schedule 25 and 26 forming part of the 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:

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

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

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

(i) In respect of its fixed assets :

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

(b) The Company has a policy of carrying out full physical verification of all assets once in three years. Fixed Assets have been physically verified by the Management during the year in line with the above policy and no material discrepancies between the book records and the physical balance have been noticed in respect of the items physically verified.

(c) Substantial parts of fixed assets have not been disposed off during the year.

(ii) In respect of its inventories :

(a) The stock of inventories have been physically verified by the Management at reasonable intervals.

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

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on physical verifi- cation of stocks as compared to the book records were not material and have been properly dealt in the books of account.

(iii) The Company has neither granted nor taken any loan, secured or unsecured to / from Companies, Firm or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions regarding rate of interest, payment of principal and interest and overdue amount as per the sub-clauses (b) to (g) of this clause are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods and services business. During the course of our audit, we have not observed any major weaknesses in internal controls.

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

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

(vi) The Company has not accepted deposits from the public and as such, the provisions of 58A, 58 AA or any other relevant provisions of the Companies Act,1956 and rules framed there under have no application to the Company.

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

(viii) We are informed that maintenance of cost records has not been prescribed by the Central Government under Section 209 (1) (d) of the Companies Act, 1956 in respect of the products manufactured by the Company.

(ix) (a) The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess, Service Tax and other statutory dues with the appropriate authorities as per applicability of relevant laws.

(b) Details of disputed statutory dues of Sales tax / Income Tax / Customs Duty / Wealth Tax / Excise Duty / Cess / ESI are as follows:

Disputed Forum where Name of the Period Dispute (in brief) Amount dispute is Statute Rs. pending

Central Excise 2002-03 Disallowance of CENVAT 1,06,711 Commissioner and Salt Act, inputs purchased from (Appeals) 1944 100% EOU

Income Tax Act, 1994-95 Deduction U/S 80 I High Court 1961 disallowed in of Orissa assessment 2,77,227

Income Tax Act, 1995-96 Deduction U/S 80 I High Court 1961 disallowed in of Orissa assessment 2,71,209

Income Tax Act, 2005-06 Unutilized CENVAT 11,85,069 Income Tax 1961 Credit, Loss on Appellate, discarded assets and Tribunal, Deposits/ advances Cuttack written off.

Income Tax Act, 2006-07 Disallowance of Income Tax 1961 Deposit/ advances 3,19,707 Appellate written off, loss Tribunal, on discarded assets. Cuttack

Central Sales 1989-90 Disallowance of CST 2,51,039 High Court Tax, 1956 exemption of Orissa

Central Sales 1990-91 Disallowance of CST 1,08,000 Addl. Commi- Tax, 1956 exemption ssioner of Sales Tax

Central Sales 1991-92 Disallowance of CST 15,50,740 Sales Tax Tax, 1956 exemption Tribunal

Central Sales 2000-01 Surcharge on Central Asst. Commi= Tax, 1956 Sales Tax 71,399 ssioner of Sales Tax

Central Sales 2002-03 For D Form Transac- 31,837 Asst. Tax, 1956 tion Commissioner of Sales Tax.

The Orissa 1996-97 Disallowance of Price Sales Tax Sales Tax Variation Bill 73,008 Tribunal Act, 1947

The Orissa 2001-02 Wanting Form IV & 1,29,736 Assistant Sales Tax XXXIV Commissioner Act, 1947 of Sales Tax

The Orissa 2002-03 Wanting Form IV & 2,66,710 Assistant Sales Tax XXXIV Commissioner Act, 1947 of Sales Tax

The Orissa 2003-04 Wanting Form IV & 6,62,384 Assistant Sales Tax XXXIV Commissioner Act, 1947 of Sales Tax

Central Sales 2005-06 C Form Wanting 38,850 Assistant Tax, 1956 Commissioner of Sales Tax

The Orissa 2001-02 Demand on Purchase of 54,539 Assistant Entry Tax aw Materials Commissioner Act, 1999 of Sales Tax

The Orissa 2002-03 Demand on Purchase of 1,16,787 Assistant Entry Tax aw Materials Commissioner Act, 1999 of Sales Tax

The Orissa 2004-05 Demand on Purchase of 2,77,791 Assistant Entry Tax aw Materials Commissioner Act, 1999 of Sales Tax

The Orissa 2005-06 Demand on Purchase of 20,71,761 Assistant Entry Tax aw Materials Commissioner Act, 1999 of Sales Tax

(x) The Company has no accumulated losses at the end of the financial year ending 31st March, 2012 and the Company has not incurred cash losses during the financial year covered by our audit or in the immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions or banks.

(xii) In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

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

(xiv) The Company has not dealt or traded in shares, securities, debentures and other investments during the year except investing surplus funds in units of certain mutual funds. However, it has maintained proper records in respect of shares/units of mutual funds held in the name of the Company.

(xv) The Company has not given any guarantee for loans taken by others from Banks or Financial Institutions.

(xvi) In our opinion and according to the explanations given to us, the term loan taken by the Company has been applied for the purpose for which it was raised.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the funds raised on short-term basis have not been used for long-term investment.

(xviii) During the year the Company has not made any preferential allotment of shares.

(xix) No debentures have been issued by the Company and hence commenting on creation of security or charges does not arise.

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

(xxi) During the course of our examination of books of account carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company nor have we been informed of such case by the Manage- ment.

For A.K. SABAT & CO.,

Chartered Accountants

Bhubaneswar Sd/-

Date : 30th May, 2012 ( S. CHAND )

PARTNER

Membership No.050063

Firm Registration No.321012E (ICAI)

---

Mar 31, 2011

We have audited the attached Balance Sheet of ALFA TRANSFORMERS LIMITED as at 31st March, 2011, the Profit and Loss Account and also Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In accordance with provisions of Section 227 of the Companies Act, 1956, we report that :

1. As required by the Companies (Auditor's Report) Order, 2003 as amended by Companies (Auditor's Report) (Amendment) Order, 2004 (together the ‘Order') issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in Paragraphs 4 & 5 of the said Order.

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

(a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 appears from our examination of those books;

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

(d) in our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report have been drawn in accordance with 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 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(f) Accounting Policy No.1 L of Schedule 14 and Note No.2 M Schedule 14 relating to impairment of assets are based on Management's estimate / evaluation, which we have relied upon; and

(g) in our opinion, and to the best of our information and according to the explanations given to us, the said accounts read together with Significant Accounting Policies and other notes appearing in Schedule 14 forming part of the 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:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011; (ii) in the case of the Profit and Loss Account, of the Loss for the year ended on that date; and (iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date. ANNEXURE TO THE AUDITOR'S REPORT REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE

(i) In respect of its fixed assets :

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

(b) The Company has a policy of carrying out full physical verification of all assets once in three years. Fixed Assets have been physically verified by the Management during the year in line with the above policy and no material discrepancies between the book records and the physical balance have been noticed in respect of the items physically verified.

(c) Substantial parts of fixed assets have not been disposed off during the year. (ii) In respect of its inventories :

(a) The stock of inventories have been physically verified by the Management at reasonable intervals.

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

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on physical verifi- cation of stocks as compared to the book records were not material and have been properly dealt in the books of account.

(iii) The Company has neither granted nor taken any loan, secured or unsecured to / from Companies, Firm or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions regarding rate of interest, payment of principal and interest and overdue amount as per the sub-clauses (b) to (g) of this clause are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods and services business. During the course of our audit, we have not observed any major weaknesses in internal controls.

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

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

(vi) The Company has not accepted deposits from the public and as such, the provisions of 58A, 58 AA or any other relevant provisions of the Companies Act,1956 and rules framed there under have no application to the Company.

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

(viii) We are informed that maintenance of cost records has not been prescribed by the Central Government under Section 209 (1) (d) of the Companies Act, 1956 in respect of the products manufactured by the Company.

(ix) (a) The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess, Service Ta x and other statutory dues with the appropriate authorities as per applicability of relevant laws.

(b) Details of disputed statutory dues of Sales tax / Income Tax / Customs Duty / Wealth Tax / Excise Duty / Cess / ESI are as follows:

Disputed Forum where dispute Name of the Statute Period Dispute (in brief) Amount Rs. is pending

Central Excise and 2002-03 Disallowance of CENVAT on Salt Act,1944 inputs purchased from 100% EOU 1,06,711 Commissioner (Appeals)

Income Tax Act,1961 1994-95 Deduction U/S 80 I disallowed in assess ment 2,77,227 High Court of Orissa

Income Tax Act,1961 1995-96 Deduction U/S 80 I disallowed in assess ment 2,71,209 High Court of Orissa

Income Tax Act,1961 2005-06 Unutilized CENVAT Credit, 11,85,069 Income Tax Appellate, Loss on discarded assets and Tribunal, Cuttack Deposits/ advances written off.

Income Tax Act,1961 2006-07 Disallowance of Depo sit/ advances 3,19,707 Income Tax Appellate written off, loss on discarded assets . Tribunal, Cuttack

Employee' State 1999-00 Contribution towards 21,320 District Judge Court -cum- Insurance Act, 1948 omitted wages ESI Court, Khurda,BBSR

Central Sales Tax,1956 1989-90 Disallowance of CST exemption 2,51,039 High Court of Orissa Central Sales Tax,1956 1990-91 Disallowance of CST exemption 1,08,000 Addl. Comm issioner of Sales Tax

Central Sales Tax,1956 1991-92 Disallowance of CST exemption 15,50,740 Sales Tax Tribunal

Central Sales Tax,1956 2000-01 Surcharge on Central Sales Tax 71,399 Asst. Comm issioner of Sales Tax Central Sales Tax,1956 2002-03 For D Form Transaction 31,837 Asst.Commi ssioner of Sales Tax.

The Orissa Sales 1996-97 Disallowance of Price Variation Bill 73,008 Sales Tax Tribunal Tax Act, 1947

The Orissa Sales 2001-02 Wanting Form IV & XXXIV 1,29,736 Assistant Commissioner Tax Act, 1947 of Sales Tax

The Orissa Sales 2002-03 Wanting Form IV & XXXIV 2,66,710 Assistant Commissioner

Tax Act, 1947 of Sales Tax

The Orissa Sales 2003-04 Wanting Form IV & XXXIV 6,62,384 Assistant Commissioner Tax Act, 1947 of Sales Tax

Central Sales Tax,1956 2005-06 C Form Wanting 38,850 Assistant Commissioner of Sales Tax

The Orissa Entry 2001-02 Demand on Purchase of 54,539 Assistant Commissioner Tax Act, 1999 Raw Materials of Sales Tax

The Orissa Entry 2002-03 Demand on Purchase of 1,16,787 Assistant Commissioner Tax Act, 1999 Raw Materials of Sales Tax

The Orissa Entry 2004-05 Demand on Purchase of Assistant Commissioner Tax Act, 1999 Raw Materials 2,77,791 of Sales Tax

The Orissa Entry 2005-06 Demand on Purchase of 20,71,761 Assistant Commissioner Tax Act, 1999 Raw Materials of Sales Tax

(x) The Company has no accumulated losses at the end of the financial year ending 31st March, 2011 and the Company has not incurred cash losses during the financial year covered by our audit or in the immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions or banks.

(xii) In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, clause 4

(xiii) of the Order is not applicable to the Company.

(xiv) The Company has not dealt or traded in shares, securities, debentures and other investments during the year except investing surplus funds in units of certain mutual funds. However, it has maintained proper records in respect of shares/units of mutual funds held in the name of the Company.

(xv) The Company has not given any guarantee for loans taken by others from Banks or Financial Institutions.

(xvi) In our opinion and according to the explanations given to us, the term loan taken by the Company has been applied for the purpose for which it was raised.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the funds raised on short-term basis have not been used for long-term investment.

(xviii) During the year the Company has not made any preferential allotment of shares.

(xix) No debentures have been issued by the Company and hence commenting on creation of security or charges does not arise.

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

(xxi) During the course of our examination of books of account carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company nor have we been informed of such case by the Manage- ment.

For A.K. SABAT & CO., Chartered Accountants

Bhubaneswar Sd/- Date : 28th May, 2011 ( S. CHAND ) PARTNER Membership No.050063 Firm Registration No.321012E (ICAI)

---

Mar 31, 2010

We have audited the attached Balance Sheet of ALFA TRANSFORMERS LIMITED as at 31st March, 2010, the Profit and Loss Account and also 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.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In accordance with provisions of Section 227 of the Companies Act, 1956, we report that :

1. As required by the Companies (Auditors Report) Order, 2003 as amended by Companies {Auditors Report) (Amendment) Order, 2004 (together the Order) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in Paragraphs 4 & 5 of the said Order.

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

(a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 appears from our examination of those books;

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

(d) in our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report have been drawn in accordance with 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 and taken on record by the Board of ¦ Directors, we report that none of the directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(f) Accounting Policy No.1 L of Schedule 14 and Note No.2 M Schedule 14 relating to impairment of assets are based on Managements estimate / evaluation, which we have relied upon; and

(g) in our opinion, and to the best of our information and according to the explanations given to us, the said accounts read together with Significant Accounting Policies and other notes appearing in Schedule 14 forming part of the 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 :

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010; (ii) in the case of the Profit and Loss Account, of the Profit for the year ended on that date; and (iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

(i) In respect of its fixed assets:

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

(b) The Company has a policy of carrying out full physical verification of all assets once in three years. Fixed Assets have been physically verified by the Management during the year in line with the above policy & no material discrepancies between the book records and the physical balance have been noticed in respect of the items physically verified.

(c) Substantial parts of fixed assets have not been disposed off during the year. (ii) In respect of its inventories:

(a) The stock of inventories have been physically verified by the Management at reasonable intervals.

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

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of stocks as compared to the book records were not material and have been properly dealt in the books of account.

(iii) The Company has neither granted nor taken any loan, secured or unsecured to / from Companies, Firm or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions regarding rate of interest, payment of principal and interest and overdue amount as per the sub- clauses (b) to (g) of this clause are not applicable.

(iv) in our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods and services business. During the course of our audit, we have not observed any major weaknesses in internal controls.

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

(vi) The Company has not accepted deposits from the public and as such, the provisions of 58A, 58 AA or any other relevant provisions of the Companies Act, 1956 and rules framed there under have no application to the Company.

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

(viii) We are informed that maintenance of cost records has not been prescribed by the Central Government under Section 209 (1) (d) of the Companies Act, 1956 in respect of the products manufactured by the Company.

(ix) (a) The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Fringe Benefit Tax, Sales Tax, Wealth Tax. Customs Duty, Excise Duty, Cess, Service Tax and other statutory dues with the appropriate authorities as per applicability of relevant laws.

(x) The Company has no accumulated losses at the end of the financial year ending 31st March, 2010 and the Company has not incurred cash losses during the financial year covered by our audit or in the immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions or banks.

(xii) In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

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

(xiv) The Company has not dealt or traded in shares, securities, debentures and other investments during the year except ir vesting surplus funds in units of certain mutual funds. However, it has maintained proper records in respect of shares/units of mutual funds held in the name of the Company.

(xv) The Company has not given any guarantee for loans taken by others from Banks or Financial Institutions.

(xvi) In our opinion and according to the explanations given to us, the term loan taken by the Company has been applied for the purpose for which it was raised.

(xvii) According to he information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the funds raised on short-term basis have not been used for long-term investment.

(xviii) During the year the Company has not made any preferential allotment of shares.

(xix) No debentures have been issued by the Company and hence commenting on creation of security or charges

does not arise. (xx) The Company has not raised any money by way of public issue during the year.

(xxi) During the course of our examination of books of account carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company nor have we been informed of such case by the Management.

ForA.K. SABAT&CO., Chartered Accountants

Sd/-

(A.K. SABAT)

PARTNER

Membership No.030310

Firm Registration No.321012E (1CAI)

BhubaneswarBhubaneswar Date :29th May, 2010