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A Oneindia Venture

Nifty 25,966.40 +0.58%

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Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Auditor Report of Cosco (India) Ltd.

Mar 31, 2024

To the members of Cosco India Limited Report on the Audit of the standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Cosco India Ltd (âthe Companyâ), which comprise the standalone Balance Sheet as at March 31, 2024, the standalone Statement of Profit and Loss (including Other Comprehensive Income), the standalone Statement of Changes in Equity and the standalone Statement of Cash Flows for the year ended on that date, notes to the standalone financial statements and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as âthe standalone financial statementsâ).

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 Companies Act, 2013 (âthe Actâ) 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, (âIndASâ) 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 income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone 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 ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, 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 is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor''s responsibilities for the audit of the standalone Ind AS financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone Ind AS financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone Ind AS financial statements.

The Key Audit Matter

How the matter was addressed in our audit

Trade receivables, trade payables and advances against import constitute significant amount and includes both indigenous and foreign vendors. Company has obtained confirmations during the year for majority value.. The foreign trade receivables/ payables are subject to exchange fluctuation exposure.

Principal audit procedures performed

We have applied the following relevant audit procedures:

Checking the subsequent realisations/ payments to ensure veracity of these accounts.

Checking the recording, realisations, payments of monetary assets/liabilities at transaction/ realisation and payment date and Reinstatement thereof at reporting date as per the relevant IndAS and recording of the exchange differences in the statement of profit and loss.

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

The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Annual Report through Management Discussion and Analysis, Board''s Report including Annexures thereto, Business Responsibility Report, Corporate Governance, Secretarial audit report and Shareholder''s Information etc, but does not include the standalone financial statements and our auditor''s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. The information included in the Annual report i.e. Directors Report, Management Discussion and Analysis, Corporate Governance Report, etc. is expected to be made available to us after the date of this auditor''s report.

When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and describe actions applicable under the applicable laws and regulations.

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 Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit/ loss and total comprehensive income, changes in equity and cash flows of the company in accordance with the accounting principles generally accepted in India including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management and Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

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

Our objectives are to obtain reasonable assurance about whether the standalone 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 standalone financial statements.

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

â¢ Identify and assess the risks of material misstatement of the standalone 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.

â¢ 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.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management and Board of directors.

â¢ Conclude on the appropriateness of management and Board of directors 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 standalone 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.

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

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 standalone 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.

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 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 and proper returns adequate for the purpose of Audit have been received from the branches not visited by us read with our remarks for certain matters in respect of audit trail as stated in paragraph 1(vi) below.

(c) The standalone balance sheet, the standalone statement of profit and loss including other comprehensive income, standalone statement of changes in equity and the standalone statement of cash flow dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with IndAs specified under Section 133 of the Act.

(e) on the basis of the written representations received from the directors as on 31-3-2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March-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 of the Company in place and the operating effectiveness thereof, refer to our separate report in âAnnexure Aâ; and

(g) With respect to the matters to be included in the Auditor''s Report under section 197(16) of the Act, in our opinion and based on the information and 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 read with schedule V of the Act, The Ministry of Corporate Affairs has not prescribed other details under section 197(16) of the Act which are required to be commented upon by us.

(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 and Companies (Auditor''s Report) order 2020, 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 35);

ii. The Company did not have any long term contracts including derivative contracts for which provisions were required to be made for any material foreseeable losses;

iii. As informed to us company was not required to transfer any amount during the year in the Investor Education and Protection Fund (IEPF)

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 (âIntermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in any other persons or entities identified in any manner whatsoever by or on behalf of the Company (âUltimate Beneficiariesâ) 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 (âFunding Partiesâ), 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 (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures performed 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 (a) and (b) above, contain any material misstatement.

v. The Company has not declared or paid any dividend during the year and has not proposed final dividend for the year and therefore the requirement of compliance of Sec 123 of the Act are not applicable.

vi. Based on our examination which included test checks and in accordance with requirements of the Implementation Guide (ICAI) on Reporting on Audit Trail under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, the Company has used accounting software''s for maintaining its books of account, which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective software. Further, where audit trail (edit log) facility was enabled and operated throughout the year, we could not verify instance of audit trail feature being tampered with during the financial year 2023-24, during the course of audit and for this we relied upon the certificate of the management.

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

For Madan & Associates

Chartered Accountants Firm Registration No: 000185N

M.K Madan

Proprietor

Place: New Delhi Membership number: 082214

Date: 30.05.2024

UDIN: 24082214BKEIWT1156

Mar 31, 2023

We have audited the accompanying standalone financial statements of Cosco India Ltd (the Company ), which comprise the standalone Balance Sheet as at March 31,2023, the standalone Statement of Profit and Loss (including Other Comprehensive Income), the standalone Statement of Changes in Equity and the standalone Statement of Cash Flows for the year ended on that date, notes to the standalone financial statements and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as âthe standalone financial statementsâ).

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 Companies Act, 2013 (âthe Actâ) 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, (âInd ASâ) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2023, the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

Emphasis of matter:

Note no. 5.3 regarding recoverable amount of land compensation, Note No. 9.2 regarding trade receivables, Note no. 19.3 regarding trade payable.

Our opinion is not qualified in respect of these matters.

Key Audit Matters

The Key Audit Matter	How the matter was addressed in our audit
Trade Receivables/ Trade payables note no 9.2	Principal audit procedures performed
and 19.3	We have applied the following relevant audit
Trade receivables, trade payables and advances	procedures:
against import constitute significant amount and	Checking the subsequent realisations/ payments to
includes both indigenous and foreign vendors. Company has sent letters for confirmations which	ensure veracity of these accounts.
are awaited. The foreign trade receivables are	Checking the recording, realisations, payments of
subject to exchange fluctuation exposure.	monetary assets/ liabilities at transaction/ realisation and payment date and Reinstatement thereof at reporting date as per the relevant Ind AS and recording of the exchange differences in the statement of profit and loss.

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

Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

Management''s Responsibility for the Standalone Financial Statements

The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

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

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

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management and Board of directors.

â¢ Conclude on the appropriateness of management and Board of Directors 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 standalone 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.

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 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 and proper returns adequate for the purpose our audit have been received from branches not visited by us.

(d) In our opinion, the aforesaid standalone financial statements comply with Ind As specified under Section 133 of the Act.

(e) on the basis of the written representations received from the directors as on 31-3-2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31-March-2023 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 of the Company and the operating effectiveness of such controls, refer to our separate report in âAnnexure Aâ; and

(g) With respect to the matters to be included in the Auditor''s Report under section 197(16) of the Act, in our opinion and to information and 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 read with schedule V of the Act, The Ministry of Corporate Affairs has not prescribed other details under section 197(16) of the Act which are required to be commented upon by us.

(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 (Refer Note 35);

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

iii. During the financial year 2022-23 company has deposited '' 76,248 in the Investor Education and Protection Fund (IEPF) pertaining to the unclaimed/unpaid dividend declared on 12.08.2015. Apart from this, there is no balance amount which is required to be transferred to the IEPF by the company.

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 (âIntermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in any other persons or entities identified in any manner whatsoever by or on behalf of the Company (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

v. The Company has not declared or paid any dividend during the year and has not proposed final

dividend for the year and therefore the requirement of compliance of Sec 123 of the Act are not applicable.

2 As required by the Companies (Auditor''s Report) Order, 2020 (the âOrderâ) issued by the Central

Government in terms of Section 143(11) of the Act, we give in âAnnexure Bâ a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.

For Madan & Associates

Chartered Accountants Firm Registration No: 000185N

M.K Madan

Proprietor Membership number: 082214

Place: New Delhi

Date: 30.05.2023

UDIN: 23082214BGWURJ3377

Mar 31, 2018

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Cosco (India) Limited (âthe Companyâ), which comprise the balance sheet as at 31 March 2018, the statement of profit and loss and the cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015, as amended, and a summary of significant accounting policies and other explanatory information.

Managementâs Responsibility for the Financial Statements

The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) 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 the Companies (Indian Accounting Standards) Rules 2015. 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.

Auditorâs 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.

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 auditorâs 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 Companyâs preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs 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 2018 and its profit, total comprehensive income, the changes in equity and its cash flows for the year ended on that date.

Emphasis of Matter

- Attention is drawn to the Note No. 7.2 & 7.4 regarding non moving inventories, Note No 8.2 regarding provision for expected credit loss, Note No 11.1 regarding land compensation receivable, Note No. 18.1 trade payable to MSME, Note No 19.1(b) regarding other liabilities, and Note No 42.2 regarding value of investment in erstwhile subsidiary of company.

- The Internal Audit system of the company needs to be strengthened in scope, coverage and compliance.

Our opinion is not qualified in respect of these matters

Report on Other Legal and Regulatory Requirements

I. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the âAnnexure Aâ, a statement on the matters specified in the paragraph 3 and 4 of the order.

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

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

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

(c) the balance sheet, the statement of profit and loss including other comprehensive income, statement of changes in equity and the statement of cash flow dealt with by this Report are in agreement with the books of account;

(d) in our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015;

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

(f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in âAnnexure Bâ; and

(g) with respect to the other matters to be included in the Auditorâs 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. There were no amounts which were required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure - A to the Auditorsâ Report

The Annexure referred to in Independent Auditorsâ Report to the members of the Company on the standalone financial statements for the year ended 31^st March 2018, we report that:

(i) In respect of fixed assets:

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

The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme, certain fixed assets were verified by the management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company and certificate provided by the bank, the title deeds of immovable properties are held in the name of the Company. Original copy of title deed has not been produced as the same is deposited as security with bank under loan agreement as confirmed by the management & Bank.

(ii) In respect of its inventories:

(a) As explained to us, the inventories of finished goods, semi-finished goods, stores, spare parts and raw materials were physically verified at the end of the year by the Management. In case of inventories lying with third parties, certificates of stocks holding have been received.

(b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories 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 and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iii) The Company has not granted loans to parties covered in the register maintained under section 189 of the Companies Act, 2013 (âthe Actâ). Thus, paragraph 3(iii) of the Order is not applicable to the Company

(iv) In our opinion and according to the information and explanations given to us, the Company has not given any loans and made any investment within the meaning of section 185 & 186 of the Act. Thus, paragraph 3(iv) of the Order is not applicable to the Company.

(v) According to the information and explanation given to us, the company has not accepted any deposits from the public. Thus, paragraph 3(v) of the Order is not applicable to the Company.

(vi) It has been certified by the management that company is not required to maintain the cost records prescribed under sub section (1) of the section 148 of the companies Act, 2013, since the same has not been specified by the Central Government. We have relied upon the assertions of the management.

(vii) In respect of statutory dues:

(a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the company has generally been regular in depositing undisputed statutory dues, including provident Fund, Employees State insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues applicable to it with the appropriate authorities. There were no undisputed amounts payable in respect of the aforesaid statutory dues in arrears as at 31.03.2018 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess which have not been deposited as at 31.03.2018 on account of any dispute.

(viii) According to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowing to a financial institution, bank, Government during the year.

(ix) The company has not obtained any term loan during the year, so this para of order is not applicable.

(x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

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

(xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

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

(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

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

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

Annexure - B to the Auditorsâ Report Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)

We have audited the internal financial controls over financial reporting of Cosco (India) Limited (âthe Companyâ) as of 31 March 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managementâs Responsibility for Internal Financial Controls

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

Auditorsâ Responsibility

Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness.

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

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

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

Meaning of Internal Financial Controls over Financial Reporting

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

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

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

- Inventory Levels : needs to be monitored more effectively.

- The documentation and MIS : need improvement in respect of Annual procurement & Expense budget, Procurement Budgeting & Planning of Traded Goods, Quotation Management, Negotiation & Selection, Contract labour management,

- Dealers selection and Appointment: needs improvement to prevent appointment of non credit worth ness dealer.

- HR (attendance monitoring & performance review): needs improvement w.r.t. modification of attendance sheet to prevent excess payment of salary.

- Fixed Assets Physical verification: needs improvement to see all items of fixed assets are physically verified in scale of 3 years.

For V. P. Jain & Associates

Chartered Accountants

Firmâs registration number: 015260N

Swati Madan

Partner

Membership number: 521697

Place: New Delhi

Date: 30^th May 2018

Mar 31, 2016

To the members of Cosco (India) Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Cosco (India) Limited (''the Company''), which comprise the balance sheet as at 31 March 2016, 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 (âthe Actâ) 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.

Auditors'' Responsibility

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

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2016 and its profit 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, 2016 (âthe Orderâ) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the âAnnexure Aâ, a statement on the matters specified in the paragraph 3 and 4 of the order.

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

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

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

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

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

(e) on the basis of the written representations received from the directors as on 31 March 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2016 from being appointed as a director in terms of Section 164 (2) of the Act;

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements;

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

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

Annexure - A to the Auditors'' Report

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

(i) In respect of fixed assets:

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

b) According to the information and explanations given to us and on the basis of our examination of the records of the Company and certificate provided by the bank, the title deeds of immovable properties are held in the name of the Company. Original copy of title deed has not been produced as the same is deposited as security with bank under loan agreement as confirmed by the management & Bank.

(ii) In respect of its inventories:

a) As explained to us, the inventories of finished goods, semi-finished goods, stores, spare parts and raw materials were physically verified at the end of the year by the Management. In case of inventories lying with third parties, certificates of stocks holding have been received.

b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories 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 and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iii) The Company has not granted loans to parties covered in the register maintained under section 189 of the Companies Act, 2013 (''the Act''). Thus, paragraph 3(iii) of the Order is not applicable to the Company.

(v) According to the information and explanation given to us, the company has not accepted any deposits from the public. Thus, paragraph 3(v) of the Order is not applicable to the Company.

(vi) It has been certified by the management that company is not required to maintain the cost records prescribed under sub section (1) of section 148 of the Companies Act, 2013, since the same has not been specified by the Central Government. We have relied upon the assertions of the management.

vii) In respect of statutory dues:

a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the company has generally been regular in depositing undisputed statutory dues, including provident Fund, Employees State insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues applicable to it with the appropriate authorities. There were no undisputed amounts payable in respect of the aforesaid statutory dues in arrears as at 31.03.2016 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no dues of income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess which have not been deposited as at 31.03.2016 on account of any dispute.

(viii) According to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowing to a financial institution, bank, Government during the year.

(ix) The company has not obtained any term loan during the year, so this para of order is not applicable.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

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

Annexure - B to the Auditors'' Report

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

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

Management''s Responsibility for Internal Financial Controls

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

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness.

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

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

Meaning of Internal Financial Controls over Financial Reporting

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

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Madan & Associates

Chartered Accountants

Firm''s registration number: 000185N

M. K. Madan

Proprietor

Membership number: 082214

Place: New Delhi

Date: 30th May 2016

Mar 31, 2015

We have audited the accompanying standalone financial statements of Cosco (India) 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 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.

Auditors' Responsibility

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

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

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

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

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

Annexure to the 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) In respect of 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 regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme, certain fixed assets were verified by the management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(ii) In respect of its inventories:

(a) As explained to us, the inventories of finished goods, semi-finished goods, stores, spare parts and raw materials were physically verified at the end of the year by the Management. In case of inventories lying with third parties, certificates of stocks holding have been received.

(b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories 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 and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

((iii) According to the 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 ('the Act').

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods. We have not observed any continuing failure to correct major weaknesses in internal control.

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

(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2014 prescribed by the Central Government under Section 148(1) of the Companies Act, 2013 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the records with a view to determining whether they are accurate or complete.

(vii) In respect of statutory dues:

(a) According to the information and explanations given to us, the Company has generally been regular in depositing undisputed dues, including Provident Fund, ESI, Investor Education and Protection Fund, Income-tax, Tax deducted at sources, tax collected at source, Professional Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities. There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues in arrears as at 31 March, 2015 for a period of more than six months from the date they became payable.

(b) There are no material dues of Income tax, Sales Tax Wealth tax, Service tax, Duty of Customs, Duty of excise, Value Add tax and cess which have not been deposited with the appropriate authorities on account of any dispute.

(c) the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time.

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

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks, financial institutions and debenture holders.

(x) In our opinion and according to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) The company has not obtained any term loan during the year, so this para of order is not applicable.

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

For Madan & Associates Chartered Accountants Firm's Reg. No.000185N

(C.A. M.K. Madan) M.No. 082214 Proprietor

Place : New Delhi Date : 30th May, 2015

Mar 31, 2014

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

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

Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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 control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211(3C) of the Act.

(e) On the basis of the written representations received from the directors as on 31 March, 2014 taken on record by the Board of Directors, none of the directors is disqualified as on 31March, 2014 from being appointed as a director in terms of Section 274(1) (g) of the Act.

Annexure to the Independent Auditors'' Report

[Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section 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 location of the fixed assets.

(b) Some of 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) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(ii) In respect of its inventory:

(a) As explained to us, the inventories of finished goods, semi-finished goods, stores, spare parts and raw materials were physically verified at the end of the year by the Management. In case of inventories lying with third parties, certificates of stocks holding have been received.

(b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories 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 and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iii) In respect of loans, secured or unsecured, granted / taken to / from the parties listed in register U/S 301:

(a) According to the information and explanations given to us, the Company has not granted any loans to companies, firms or other parties covered in the Register under Section 301 of the Companies Act, 1956.

(b) The company has taken loans from companies and directors at different rates of interest. Total no of parties from whom loan taken is 9 and the amount outstanding at the year end is Rs 2048.34 lacs. The maximum outstanding during the year was Rs 2051.53 lacs.

(c) In our opinion, the rates of interest of such loans are, prima facie not prejudicial to the interests of the Company and other terms and conditions of loans are not stipulated.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods. We have not observed any continuing failure to correct major weaknesses in internal control.

(v) In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

(a) The particulars of contracts or arrangements referred to Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

(b) The company has not entered into transactions exceeding value of Rs 5 lacs each with the parties listed in the register under section 301 of the companies Act, 1956.

(vi) The company has not received any public deposits during the year.

(vii) Company has appointed external firm of Chartered Accountants as Internal Auditors. Internal auditor has issued audit report in respect of factory and head office on quarterly basis. We have gone through the scope of work, Audit Reports and compliance thereof. In our opinion the internal audit needs to be further strengthened to report on internal controls / checks operating in the organisation to make it commensurate with the size and nature of company''s business.

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

(ix) In respect of statutory dues:

(a) According to the information and explanations given to us, the Company has generally been regular in depositing undisputed dues, including Provident Fund, ESI, Investor Education and Protection Fund, Income-tax, Tax deducted at sources, tax collected at source, Professional Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) According to the information and explanations given to us, there were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues in arrears as at 31 March, 2014 for a period of more than six months from the date they became payable.

(x) The company does not have the accumulated losses at the end of financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks, financial institutions and debenture holders.

(xii) Since the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities, so para 4 (xii) of order is not applicable.

(xiii) As company is not a nidhi, chit fund or mutual benefit company, so paragraph 4 (xiii) of the order is not applicable.

(xiv) The company is not dealing or trading in shares, securities, debentures and other investments , so para 4(xiv) of order is not applicable.

(xv) In our opinion, and according to the information and the explanation given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year

(xvi) The company has not obtained any term loan during the year, so this para of order is not applicable.

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

(xviii) According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

(xix) Since the company has not issued any debentures during the year, so para 4(xix) of order is not applicable.

(xx) Since the company has not raised money by public issue during the previous year, so paragraph 4(xx) of the order is not applicable.

(xxi) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For Madan & Associates Chartered Accountants Firm''s Reg. No.000185N

Place : New Delhi (C.A. M.K. Madan) M.No. 082214 Date : 30th May, 2014 Proprietor

Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

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

Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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 control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

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

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

Emphasis of Matter

Attention is drawn to Note 9.2 to the financial statements, whereby company has recognised liability of Rs. 299.81 Lacs in the accounts on the basis that realisation from the subsidiary company''s (since desubsidarised) assets / claim amount would be utilised for meeting the other liabilities (Other than Bank) of the subsidiary and there will not be any amount left to be received by the company. Since the claim amount / realisation from the assets of subsidiary are not yet ascertained, we have relied upon the assertions of the management.

Our opinion is not qualified in respect of this matter. Report on Other Legal and Regulatory Requirements

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

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

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

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

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

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211 (3C) of the Act.

(e) On the basis of the written representations received from the directors as on 31 March, 2013 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2013 from being appointed as a director in terms of Section 274(1) (g) of the Act.

Annexure to the Independent Auditors'' Report

[Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section 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 location of the fixed assets.

(b) Some of 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) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(ii) In respect of its inventory:

(a) As explained to us, the inventories of finished goods, semi-finished goods, stores, spare parts and raw materials were physically verified at the end of the year by the Management. In case of inventories lying with third parties, certificates of stocks holding have been received.

(b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories 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 and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iii) In respect of loans, secured or unsecured, granted/taken to /from the parties listed in register U/S 301 :

(a) According to the information and explanations given to us, the Company has not granted any loans to companies, firms or other parties covered in the Register under Section 301 of the Companies Act, 1956.

(b) The company has taken loans from companies and directors at different rates of interest. Total no of parties from whom loan taken is 9 and the amount outstanding at the year end is X 1869.93 lacs. The maximum outstanding during the year was Rs. 1880.94 laces.

(c) In our opinion, the rates of interest of such loans are, prima facie not prejudicial to the interests of the Company and other terms and conditions of loans are not stipulated.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods. We have not observed any continuing failure to correct major weaknesses in internal control.

(v) In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

(a) The particulars of contracts or arrangements referred to Section 301 that needed to be entered in the Register maintained underthe said Section have been so entered.

(b) The company has not entered into transactions exceeding value of Rs. 5 lacs each with the parties listed in the register undersection 301 ofthecompaniesAct, 1956.

(vi) The company has not received any public deposits during the year.

(vii) Company has appointed external firm of Chartered Accountants as Internal Auditors. Internal auditor has issued audit report in respect of factory and head office on quarterly basis. We have gone through the scope of work, Audit Reports and compliance thereof. In our opinion the internal audit needs to be further strengthened to report on internal controls / checks operating in the organisation to make it commensurate with the size and nature of company''s business.

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

(ix) In respect of statutory dues:

(a) According to the information and explanations given to us, the Company has generally been regular in depositing undisputed dues, including Provident Fund, ESI, Investor Education and Protection Fund, Income-tax, Tax deducted at sources, tax collected at source, Professional Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) According to the information and explanations given to us, there were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues in arrears as at 31 March, 2013 for a period of more than six months from the date they became payable, except property tax of f 12.07 lacs which has not been deposited as on 31 st March, 2013 on account of dispute with Municipal Corporation Gurgaon.

(x) The company does not have the accumulated losses at the end of financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks, financial institutions and debenture holders.

(xii) Since the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities, so para 4 (xii) of order is not applicable.

(xiii) As company is not a nidhi, chit fund or mutual benefit company, so paragraph 4 (xiii) of the order is not applicable.

(xiv) The company is not dealing or trading in shares, securities, debentures and other investments, so para 4(xiv) of order is not applicable.

(xv) The company had given guarantee of US $ 20.05 lacs to State Bank of India Colombo in respect of loans granted by the Bank to Company''s erstwhile subsidiary. In view of the continued suffering of losses and suspension of operations and underutilised assets of erstwhile subsidiary vested in secretary to the Treasury of Govt. Of Sri Lanka under revival of Underperforming Enterprises or underutilised Assets Act No 43 of 2011 Company had accounted for Rs. 637.67 lacs in financial year 2011 -12 and Rs. 299.81 Lacs during the year under audit as corporate guarantee obligation as explained in Note No 9.2.

(xvi) The company has not obtained any term loan during the year, so this para of order is not applicable.

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

(xviii) According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

(xix) Since the company has not issued any debentures during the year, so para 4(xix) of order is not applicable.

(xx) Since the company has not raised money by public issue during the previous year, so paragraph 4(xx) of the order is not applicable.

(xxi) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For Madan & Associates

Chartered Accountants Firm''s Reg. No.000185N

Place: New Delhi (C.A. M.K. Madan)

M.No. 082214

Date: 30th May, 2013 Proprietor

Mar 31, 2012

1. We have audited the Balance Sheet of COSCO (INDIA) LIMTED ("the Company") as at 31st March' 2012' the statement of Profit & Loss and the Cash Flow Statement of the Company 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.

2. 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 statements presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order' 2003 (CARO) issued by the Central Government in terms of Section 227(4A) of the Companies Act' 19561 we enclose in the annexure a statement on the matters specified in paragraphs 4 & 5 of the Said Order.

4. Further to our comments in the Annexure referred to in the paragraph 3 above' we report as follows:

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

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

c. the Balance Sheet' the Statement of Profit & 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 & Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act'1956;

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

f. in our opinion and to the best of our information and according to the explanation given to us' the said financial statements read together with notes thereon (particularly note no. 30.1 reg. Corporate Obligations- Emphasis of Matter) and Accounting Policies' 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' 2012;

(ii) in the case of the Statement of Profit & Loss' of the loss of the company for the year ended on that date and

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

ANNEXURE TO THE AUDITORS' REPORT (Referred to in paragraph 3 of our report of even date)

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

(b) As informed' the company has a programme of physical verification of all major fixed assets overa period 2-3 years and as per programme' dies' computers & printers' Moulds and Machinery purchased in last three years at Factory were physically verified during the year.

(c) Since there is no disposal of substantial part of fixed assets during the year' paragraph 4 (i) (c) of the Companies (Auditors' Report) Order'2003 (hereinafter referred to as the Order) is not applicable.

(ii) (a) The inventories have been physically verified by the management at close of the year.

(b) In our opinion and according to the information and explanations given to us' the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the records of inventory' we are of the opinion that the company is maintaining proper records of inventory. According to the information and explanations given to us' no material discrepancies were noticed on physical verification between the physical stock and the book records.

(iii) (a) The Company had advanced interest free loan of Rs. 284.88 lacs to its subsidiary company in the earlier years which has been written off during the year due to subsidiary company's continued suffering of operational losses.

(b) The company has taken loans from companies' Directors and others (shareholders/Directors' relatives) at differential rates of interest. The other terms and conditions of loans are not stipulated. In our opinion the rates of interest are not prima facie prejudicial to the interest of the company. Total no. of parties from whom loans are taken is 9 and the amount outstanding at the year end is Rs. 1710.21 lacs. The maximum amount outstanding during the year was Rs. 1748.36 lacs.

(c) As stated in para (iii) (b) above' the terms of repayment are not specified. Of the interest outstanding at the beginning of the year of Rs. 188.99 lacs' Company has paid Rs. 130.31 lacs during the year.

(iv) in our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods. We have not observed any continuing failure to correct major weaknesses in internal controls.

(v) In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act' 1956' to the best of our knowledge and belief and according to the information and explanations given to us:

(a) The particulars of contracts or arrangement that need to be entered in the register maintained under section 301 of the Companies Act' 1956 have been so entered.

(b) The company has not entered into transactions exceeding value of f 5 lacs each with the parties listed in the register under section 301 of the Companies Act' 1956.

(vi) The Company has not received public deposits during the year.

(vii) Company has appointed External Firm of Chartered Accountants as Internal Auditors. Internal Audit has issued Audit Reports in respect of Factory and Head Office on quarterly basis. We have gone through the scope of work' Audit Reports and compliance thereof. In our opinion the Internal Audit needs to be further strengthened to report on Internal controls / checks operating in the organization to make it commensurate with the size and nature of company's business.

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

(ix) According to the information and explanations given to us and according to the records of the company in respect of

statutory dues:'

(a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund' investor education and protection fund' employees' state insurance' income tax' tax deducted at source' tax collected at source' professional tax' sales tax' custom duty' excise duty' service tax' octroi charges' property tax' water tax' license fees' works contract tax' cess and other material statutory dues applicable to it. There were no undisputed amounts in respect of the statutory dues referred to above were outstanding as at March 31'2012 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us' Property Tax of Rs. 444854/- has not been deposited as on 31st March' 2012 on account of dispute with Municipal Corporation Gurgaon.

(x) Company does not have the accumulated losses at the end of the financial year. Company has suffered cash losses of Rs. 340.80 Lacs during the year but NIL in the immediately proceeding financial year.

(xi) As per information given to us' company has not defaulted in repayment of dues to a financial institution or bank or debenture holder.

(xii) Since the company has not granted any loans or advances on the basis of security by way of pledge of shares' debentures and other securities' paragraph 4 (xii) of the Order is not applicable.

(xiii) As the company is not a nidhi/mutual benefit fund/society' paragraph 4 (xiii) of the Order is not applicable.

(xiv) The Company is not dealing or trading in shares' securities' debentures and other investments.

(xv) The company had given guarantee of US $ 20.05 lacs equivalent to INR of f 1019.92 lacs to State Bank of India Colombo in respect of loans granted by the Bank to Company's subsidiary. In view of the continued sufferings of losses and suspension of operations' underutilized assets of subsidiary as detailed in note no. 12.2 stand vested in the Secretary to the Treasury of Govt' of Sri Lanka under Revival of Underperforming Enterprises or Underutilized Assets Act. No. 43 of 2011. As detailed in note no. 30.1 Company has accounted for 637.67 lacs during the year under Audit. Company is of the view that there may not accrue any further liability of remaining amount in view of realisable value of Subsidiary's net asset and Banker's accepting the one time settlement offer of Company.

(xvi) During the year the company has not raised term loans.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company' no funds raised on short term basis have been used for long term investments.

(xviii)According to the information and explanations given to us' the company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Act.

(xix) Since the company has not issued any debentures during the year' paragraph 4 (xix) of the Order is not applicable.

(xx) Since the company has not raised any money during the year by way of public issue' paragraph 4(xx) of the Order is not applicable.

(xxi) Based upon the audit procedures performed and the information and explanations given by the management' we report that no fraud on or by the company has been noticed or reported during the year.

For Madan & Associates

Chartered Accountants

Firm's Reg. No.000185N

Place : New Delhi (C.A. M.K. Madan)

M.No. 082214

Date: 3rd September' 2012 Proprietor

Mar 31, 2010

We have audited the Balance Sheet of Cosco (India) Ltd. as at 31st March, 2010 and also the Profit & Loss Account and the cash flow statement of the Company 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 statements presentation. We believe that our audit provides a reasonable basis for our opinion.

We report that :-

1. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 & 5 of the Said Order.

Attention of the Members is drawn to the following:

(i) Note No. 5 Reference is invited to Note No. 5 of Notes on Accounts regarding valuation of slow moving / non moving stocks of Rs. 109.19 Lakh. Management has informed, on the basis of internal technical I commercial evaluation of these stocks, these are usable / salable. Management has further represented that these stocks have been valued at cost and realizable value in respect of these stocks will not be less than cost. We have relied upon the management as the matter is technical & subjective and therefore are unable to quantify the provision of loss if any.

(ii) Nofe No. 26 Reg. Investments in immovable properties amounting to Rs. 1,26,24,129/- made in earlier years for which builder / developer has not made allocation of the property till date. In view of the long over due of the amount/ non allocation of property, we are unable to comment upon the recoverability of the amount.

(iii) Note No. 29/34 Companys exposure in the wholly owned subsidiary as at 31.03.2010 is (a) Investment in the Equity shares Rs. 5,86,47,778/- (b) Loans & Advances Rs. 2,89,48,160/- and (c) Sundry Debtors Rs. 32,16,996/-. The subsidiary companys operations have been suspended and in view of the same operational viability of the subsidiary Company is under pressure. The management has represented that it is likely to restart the production in view of the favourable political environment in Sri Lanka and global economic recovery.

Considering the facts and representations of company and in view of absence of the information regarding the fair value of the Assets of the company by an independent Agency, we have relied upon the Management of the company and therefore are unable to comment upon the recovery of the investments /Advances / Sundry Debtors as stated.

(iv) Inventories as at 31.03.10 includes repairable health & fitness & other equipment valued at cost less 50% at Rs. 16,54,976/-; old models of fitness equipment valued at cost less 50% at Rs. 1,05,619/-; spares in respect of health equipment valued at sale price minus average margin of profit of 50% at Rs.41,87,452/- and synthetic panel sets valued at Rs.1,02,55,7101-(as estimated by management). Management has certified that these stocks have been valued at fair prices and net realizable value in respect of these stocks would not be less than the price at which they are valued. In absence of complete information about disposal of these stocks and other particulars, we have relied upon the Certificate of the Management and therefore are unable to comment on the same.

2. Further to our comments in the annexure referred to in the paragraph 1 above.

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

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

(c) The Balance Sheet, Profit & 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 A/c. and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub section (3C) of section 211 of the Companies Act, 1956.

(e) We have been informed by the Company that none of the Directors is disqualified as on 31.3.2010 from being appointed as director under clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanation given to us, the said accounts read together with notes thereon and Accounting Policies and subject to remarks in sub para (i) to (iv) as mentioned above and subject to non provision of accumulated loss of Rs. 1296.25 Lacs (1279.99 lacs) including current year loss of Rs. 147.90 lacs (460.36 lacs) in wholly owned subsidiary (note no.29); 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 case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2010 and

(ii) In case of the Profit & Loss Account, of the profit of the company for the year ended on that date and

(iii) In the case of cash flow statement, of the cash flows for the year ended on that date.

(g) We further report that had the remarks given by us in para (f) above been considered, loss for the year would have been Rs. 1247.58 lacs (1197.99 lacs) against the reported figure of prof it of Rs.48.67 lacs (82 lacs), the reserves & surplus would have been Rs.187.31 lacs (154.90 Lacs) against the reported figure of Rs.1483.56 lacs (1434.89 lacs).

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF THE AUDITORS REPORT TO THE MEMBERS OF COSCO (INDIA) LTD. ON THE ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2009

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

(b) As informed, the company has a programme of physical verification of all major fixed assets over a period 2-3 years and as per programme, dies, computers & printers, Moulds and Machinery purchased in last three years at Factory were physically verified during the year.

(c) Since there is no disposal of substantial part of fixed assets during the year, paragraph 4 (i) (c) of the Companies (Auditors Report) Order,2003 (hereinafter referred to as the Order) is not applicable.

(ii) (a) The inventories have been physically verified by the management at close of the year.

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

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. According to the information and explanations given to us, no material discrepancies were noticed on physical verification between the physical stock and the book records.

(iii) (a) The company has taken loans from companies, Directors and others (shareholders/Directors relatives) as per interest rates stated in note no. 28 of Notes on Accounts (Schedule S). The other terms and conditions of loans are not stipulated. In our opinion the rates of interest are not prima facie prejudicial to the interest of the company. Total no. of parties from whom loans are taken is 9 and the amount outstanding at the year end is Rs.1420.81 lacs. The maximum amount outstanding during the year was Rs.1517.27 lacs. Company has advanced interest free loan of Rs. 289.48 lacs to its wholly owned subsidiary.

(b) As stated in para(iii) (a) above, the terms of repayment are not specified. Of the interest outstanding at the beginning of the year of Rs. 149.23 lacs, Company has paid Rs. 38.50 lacs during the year.

(c) In view of the comments in para (iii) (a) & (b) above, the requirements of para 4 (iii) (d) of the order are not applicable.

(iv) In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods. We have not observed any continuing failure to correct major weaknesses in internal controls except as stated.

(v) (a) To the best of our knowledge and belief and according to the information and explanation given to us, we are of the opinion that the transactions that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) The company has not entered into transactions exceeding value of Rs.5 lacs each with the parties listed in the register under section 301 of the Companies Act, 1956.

(vi) The Company has not received public deposits during the year.

(vii) Company has appointed External Firm of Chartered Accountants as Internal Auditors. Internal Audit has issued Audit Reports in respect of Factory and Head Office on quarterly basis. We have gone through the scope of work, Audit Reports and compliance thereof. In our opinion the Internal Audits scope of work needs to be enhanced to report on Internal controls / checks operating in the organization, participation in the physical verification of Fixed Assets and to cover branches, to make it commensurate with the size and nature of companys business.

(viii) The Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 in respect of any of the products of the company.

(ix) (a) According to the information and explanations given to us and according to the records of the company, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, tax deducted at source , tax collected at source, professional tax, sales tax, custom duty, excise duty, service tax, octroi charges, property tax, water tax, license fees, works contract tax, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts in respect of the statutory dues referred to above were outstanding as at March 31, 2010 for a period of more than six months from the date they became payable.

According to the information and explanations given to us, there is no disputed liability outstanding in respect of statutory dues comprising of Sales tax/ income tax / Custom tax / Wealth tax / Cess as at March 31, 2010.

(x) Considering our remarks in para (i to iv) of main report and para (xv) of this annexure, we are unable to comment on the net worth of the company.

(xi) As per information given to us, company has not defaulted in repayment of dues to a financial institution or bank or debenture holder.

(xii) Since the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities, paragraph 4 (xii) of the Order is not applicable.

(xiii) As the company is not a nidhi/mutual benefit fund/society, paragraph 4 (xiii) of the Order is not applicable.

(xiv) The Company has made inter-corporate investments in its wholly owned subsidiary company in Sri Lanka and made investments/traded in shares of other bodies corporate in earlier year. The company has categorized the investments of shares in other bodies corporate as long term and current investments. The Internal Auditor of the company has confirmed that the required records / register have been maintained by the company on computer system on day to day basis and the same have been found to be in order.

(xv) The company has given guarantee of US $ 20.05 Lacs (20.05 Lacs) equivalent to INR of Rs.900.04 lacs (1019.74 lacs) to State bank of India Colombo in respect of loans granted by the Bank to Companys subsidiary. In view of the continued sufferings of losses and suspension of operations, subsidiary companys viability as a going concern is under pressure. Company has informed that the realizable value of fixed assets is more than the secured debt of wholly owned subsidiary and therefore company does not foresee any liability on that Account. We have relied upon the representation of the management and therefore are unable to comment upon whether there would be any devolvement of liability on the company due to issuance of guarantee.

(xvi) During the year the company has not raised term loans.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, no funds raised on short term basis have been used for long term investments.

(xviii) According to the information and explanations given to us, the company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Act.

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

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

(xxi) Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the year.

For R.N. BAHL & Co.

Chartered Accountants

Firms Registration No.000185N

(C.A. R.N. BAHL)

M. No. 2277

Partner

Place : New Delhi

Date : 28th August, 2010

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