A Oneindia Venture

Auditor Report of Tarapur Transformers Ltd.

Mar 31, 2024

TARAPUR TRANSFORMERS LIMITED,

Report on the Audit of the Ind AS Financial Statements

Opinion

We have audited the accompanying Ind AS Financial Statements of TARAPUR TRANSFORMERS LIMITED ("the Company") which comprises the Balance Sheet as at 31st March 2024, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and statement of cash flows for the year then ended, and notes to the Ind AS Financial Statements, including a summary of significant accounting policies and other explanatory information (together referred to as ''Ind AS Financial Statements'').

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS Financial Statements give the information required by the Companies Act, 2013 (''the Act'') in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2024, and its profit including other comprehensive income, the changes in equity and its cash flows for the year ended on that date.

Basis for opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) 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 Ind AS 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 together with the ethical requirements that are relevant to our audit of the Ind AS Financial Statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Basis for Qualified Opinion

(a) With regard to unsecured loans given to any party not covered in the register maintained under section 189 of the Companies Act, 2013

The Company has sent balance confirmation letters to parties who are not covered in the register maintained under section 189 of the Companies Act, 2013, but in most of the cases the company have not received written confirmation confirming the balance outstanding as at March 31, 2024. Further in respect of loans granted, repayment of the principal amount was not as stipulated and payment of interest has also not been regular, no documentation has been provided i.e. no loan agreements or MoUs has been provided to us for any of the loans granted

(b) Regarding non provision of interest on various loans availed from Canara Bank for the Financial year 2023-2024

The Company has not provided for Interest payable to Canara Bank amounting to Rs. 2535.14 Lacs for the year ended 31st March 2024. Also for the financial year 2022-2023 the company has not provided for Rs. 2120.34 lacs. The Company has also not made any provision for penal interest claimed by the bank. As a result the loss for the year ended 31st March 2024 is understated by Rs. 2535.14 Lacs & current liabilities as at 31st March, 2024 are also understated by Rs. 2535.14 Lacs and reserves are overstated by Rs. 2535.14 Lacs. Also for F.Y. 2014-15, 201516, 2016-17, 2017-18, 2018-19, 2019-20, 2020-21 , 2021-22 & 2022-23 the Company has not provided interest amounting to Rs.10,601.86 lacs and thus total interest not provided upto F.Y. 2023-24 amounting to Rs.13,137.00 lacs and as a result the accumulated Reserves are overstated by Rs. 13,137.00 lacs. The amount of penal interest cannot be quantified as the details have not been received from the bank.

(c) Regarding write-off of Debtors, Loans & Advances & Investments

The Company had written off debtors of Rs. 1,436.89 lacs , loans & Advances of Rs. 1,400.04/ -lacs And Investments worth Rs.310.17 lacs in the previous year i.e. FY 2022-23. These debtors and Loans & Advances were written off without following proper recovery procedures like legal notices, legal suits etc. Further, still in FY 2023-24, no proof has been provided to us of initiating legal action against these debtors worth Rs.1,436.89/- lacs and parties to whom loans and advances were advanced and written off worth Rs.1400.04/- lacs.

(d) With regarding Physical verification of Inventory:

The company has not conducted periodic physical verification of inventory at reasonable intervals. In respect of traded stock at Mumbai Head Office, the details of finished goods stock storage location is not available for our verification.

(e) With regards to Going Concern principal of the Company

The Company has incurred losses in FY 2023-24 and has negative net worth of Rs.15.32 crores. There are short term borrowings of Canara Bank outstanding to be repaid and the liquid loans and advances funds are not enough to repay the long term borrowings, further the plot of land and factory shed at Pali (Wada) classified as Fixed Assets is illiquid and the GST Department has mortgaged the same by creating a charge with the local gram panchayat on the title documents like 7/12 extract which will make it difficult to liquidate the same. This situation indicates that a material uncertainty exists that may cast significant doubt on the Company''s ability to continue as going concern as on the reporting date. However, subsequent to the reporting date i.e. March 31, 2024 on April 03, 2024, the Company received a No-Dues letter from its only existing lender Canara Bank. The liability of Rs. 30.17 crores has been settled by paying Rs.7 crores by arranging the funds from a Non-Banking Finance Company. Accordingly, the difference between the liability of Rs.30.17 crores and Rs.7 crores, will be written back as income in the books, thereby making the net worth positive in the subsequent reporting period.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the basis for qualified opinion paragraph, 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, of the state of affairs of the Company as at March 31, 2024, and its losses and its cash flows for the year ended on that date.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the financial year ended 31st March 2024. These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

We have fulfilled the responsibilities described in the Auditor''s responsibilities for the audit of the 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 financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our opinion on the accompanying financial statements.

Information other than the Ind AS Financial Statements and Auditor''s Report thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the management discussion & analysis and director''s report included in the annual report but does not include the Ind AS Financial Statements and our auditor''s report thereon. The above information is expected to be made available to us after the date of this auditor''s report.

Our opinion on the Ind AS Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Ind AS Financial Statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the Ind AS Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and make other appropriate reporting as prescribed.

Management''s Responsibility for the Ind AS 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 and presentation of the Ind AS Financial Statements that give a true and fair view of the financial position, financial performance including cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards prescribed under Section 133 of the Act read with relevant rules issued there under. 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 Ind AS Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Ind AS Financial Statements, management is 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 management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the company''s financial reporting process.

Auditor''s Responsibility for the Audit of the Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Ind AS 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 Ind AS Financial Statements.

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

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

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

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

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

• Evaluate the overall presentation, structure and content of the Ind AS financial statements, including the disclosures, and whether the Ind AS 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 Ind AS 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 the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the Central

Government of India in terms of sub-section (11) of section 143 of the Act, we give in the

"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

(a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid Ind AS Financial Statements;

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

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

(d) in our opinion, the aforesaid Ind AS Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) on the basis of the written representations received from the directors as on 31st March 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31st 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 over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting;

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act;

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

(i) The company has disclosed the impact of pending litigations on its financial position in its financial statements -Refer Note 25 to the financial statements; except for the those as mentioned under contingent liabilities and commitments in the Ind AS financial statement;

(ii) the Company does not see any foreseeable losses on long-term contracts as on the balance sheet date and the Company has not entered into any derivative contracts, therefore no provision has been made in relation to the same;

(iii) the Company has not declared any dividends either in the current year or during any of the previous years and therefore transferring of the amounts in the Investor Education and Protection Fund by the Company does not arise.

(iv) (a) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, 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(s) or entity(ies), including foreign entities (" Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

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

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our attention that has caused us to believe that the representations under sub-clause (a) and (b) contain any material mis-statement.

(v) Based on our examination, which included test checks, the Company has not used accounting software for maintaining its books of account for the financial year ended 31st March, 2024 which has a feature of recording Audit Trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with

(vi) As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from 1st April, 2023, reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record

retention.

(vii) The company has not paid any dividend during the year.

(viii) Based on our examination which included test checks, the company has not used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility..

As provision to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements of record retention.

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


Mar 31, 2015

We have audited the accompanying financial statements of TARAPUR TRANSFORMERS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31,2015, the Statement of Profit and Loss, 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 Management is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ( "the Act ") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 the Companies (Accounts) Rules,2014. 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 the fraud or error.

Auditors' Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with the 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 the internal control relevant to the Company's preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the 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 qualified audit opinion.

Basis for Qualified Opinion

(a) With regard to pending confirmation of balances of trade receivable.

The company has sent letters to customers in respect of trade receivables for confirming balances outstanding as at March 31,2015, but in most of the cases the customers have not sent written confirmation confirming the balance outstanding as at March 31,2015. In the absence of confirmation any provision to be made for adverse variation in the carrying amounts of trade receivable is not quantified.

(b) With regard to unsecured loans given to any party not covered in the register maintained under Section 189 of the Companies Act, 2013

The company has sent balance confirmation letters to parties who are not covered in the register maintained under Section 189 of the Companies Act, 2013, but in most of the cases the company have not received written confirmation confirming the balance outstanding as at March 31,2015. Further, in respect of loans granted, repayment of the principal amount was not as stipulated and payment of interest has also not been regular.

(c) Regarding non provision of Interest on various loans availed from Canara Bank for the financial year 2014-15

The Company has not provided for interest payable to Canara Bank amounting to Rs.668.09 Lacs for the year ended 31st March 2015. The Company has also not made any provision for penal interest claimed by the bank. As a result the loss for the year ended 31st March 2015 is understated by Rs.668.09 Lacs & current liabilities as at 31st March 2015 are also understated by Rs.668.09 Lacs and also reserves are overstated by Rs. 668.09 Lacs . The amount of penal interest cannot be quantified as the details have not been received from the bank.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the basis for qualified opinion paragraph, the said financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor's Report) Order, 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 paragraphs 3 and 4 of the Order.

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

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

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

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

d) Except for the effects of the matters described in the basis for qualified opinion paragraph, in our opinion, the Balance Sheet, the Statement of Profit and Loss comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of Companies (Accounts) Rules, 2014;

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

ANNEXURE TO THE AUDITORS' REPORT

In the Annexure, as required by the Companies (Auditor's Report) Order, 2015 issued by the Central Government in terms of Section 143 (11) of the Companies Act 2013, on the basis of checks, as we considered appropriate, we report on the matters specified in paragraph 3 and 4 of the said order to the extent applicable to the Company.

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

(b) The fixed assets were physically verified by the Management during the year. We have been informed that no material discrepancies were noticed on such physical verification.

ii. The stock of inventory has been physically verified during the year by the Management at reasonable intervals. In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of stocks as compared to book records were not material; however the same have been dealt with the books of account.

iii. According to the information and explanations given to us, the Company has not granted unsecured loans to any party covered in the register maintained under Section 189 of the Companies Act, 2013.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system, commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit no major weakness has been observed in the internal controls.

v. The Company has not accepted any deposits from public during the year and accordingly the provisions of section 73 to 76 of the Act, and Rules framed there under and any directive issued by the Reserve Bank of India are not applicable to the Company.

vi. As per information & explanation given by the management, the Company has maintained cost records as required under sub section 1 of section 148 of the Companies Act, 2013. We have not, however, carried out a detailed examination of such records.

(a) According to information and explanation given to us, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, Income Tax, Wealth Tax, Sales Tax, Purchase Tax, Custom Duty, Cess, Entry Tax and Service Tax except following dues which are due since more than six months but still not paid :-

Nature of Statute Natures of Dues Amount Period to which (Rs. in Lacs) the amount relates

Central Sales TaxAct Central Sales Tax 2.37 FY2013-14 & Interest

Maharashtra Labour LabourWelfare Fund 0.01 FY2011-12 WelfareAct

Nature of Statute Due Date Date of Payment

Central Sales TaxAct 21st Day of the relevant next month Still not paid

Maharashtra Labour 31st May,2012 Still not paid WelfareAct



(b) According to the records of the Company Income-Tax which have not been deposited on account of disputes and the Forum where the dispute is pending are as under:

Nature of Statute Year Nature of Dues Pending

Sales Tax Act F.Y. 2008-2009 Sales Tax Demands pending in appeals

Sales TaxAct F.Y. 2011-2012 Sales Tax Demands pending in appeals

Income Tax Act F.Y.2009-2010 I. T. Demands under dispute and pending in appeals

Income Tax Act F.Y.2010-2011 I. T. Demands under dispute and pending in appeals

Income Tax Act F.Y.2011-2012 I. T. Demands under dispute and pending in appeals

Nature of Stat Amount Forum Where Dispute is pending

Sales Tax Act 128.11 Lacs D.C. APPEAL - PALGHAR

Sales TaxAct 8.38 Lacs D.C.APPEAL- PALGHAR

Income Tax Act 149.23 Lacs CITAPPEAL -II , FILED

Income Tax Act 72.60 Lacs CITAPPEAL -II , FILED

Income Tax Act 61.73 Lacs CITAPPEAL -II , FILED

(c) In our opinion and according to the information and explanation given to us, during the year, no amount was pending to be transferred to investor education and protection fund.

vii. The Company has accumulated losses of Rs. 2,997.00 Lacs as on 31st March, 2015 and the same is more than fifty per cent of its worth as on 31st March, 2015. The Company has incurred cash losses of Rs. 127.92 Lacs during the financial year 2014-15 covered by our audit and also incurred cash losses of Rs. 1,119.83 Lacs in the immediately preceding financial year 2013-14.

viii. In our opinion and according to the information and explanations given to us, the Company has defaulted in repayment of dues to banks. The detail of period and amount of default as ascertained by management is as follows:

Name of the Bank Nature of dues Amount (Rs. Lacs)

Dhanlaxmi Bank Ltd. Principal and Interest 192.01

Canara Bank Cash Credit Facility, 3,285.05 Over Draft Facility and interest

Name of the Bank Due Date Date of Payment

Dhanlaxmi Bank Ltd. Various dates Not Paid

Canara Bank Various dates Not Paid

x. According to the information and explanations given to us, no guarantee has been given for loans taken by others from banks or financial institutions.

xi. According to the information and explanations given to us, in our opinion, the term loans were used for the purpose for which the same were obtained.

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

For RAMAN S.SHAH & ASSOCIATES CHARTERED ACCOUNTANTS (CA Raman S. Shah) M.No.33272 PARTNER Firm Registration No.: 119891W Place: Mumbai, Date: 30th May, 2015


Mar 31, 2014

We have audited the accompanying financial statements of TARAPUR TRANSFORMERS LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2014, the Statement of profit and Loss and the Cash Flow Statement of the Company for the year ended and a summary of the significant accounting policies and other explanatory information, Which we have signed under reference to this report.

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 notifed under the Companies Act , 1956 of India (the "Act") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. 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 and other applicable authoritative pronouncement issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the 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 the internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is suffcient 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 accompanying financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

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

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of audit, we state that: i. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) The fixed assets were physically verified by the Management during the year. We have been informed that no material discrepancies were noticed on such physical verification.

(c) Substantial part of fixed assets has not been disposed of during the year.

ii. (a) The stock of inventory has been physically verified during the year by the Management at reasonable intervals.

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

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

iii. (a) The Company has granted interest free unsecured loans to one party covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 1.16 Crores and at the end of the year balance of loans granted to such party was NIL.

(b) The Company has taken interest free loans from three parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 3.33 Crores and at the end of the year balance of loans granted to such parties was Rs. 2.76 Crores.

(c) Except for the fact that these loans are interest free, in our opinion and according to the information and explanations given to us, the other terms and conditions of loans given are not prima facie prejudicial to the interest of the Company.

iv. In our opinion, there is an adequate internal control system, 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. During the course of our audit no major weakness has been observed in the internal controls. v. In respect of contractor arrangements referred to in section 301 of the Companies Act, 1956

(a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of the contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of the contracts /arrangements entered in the Register maintained under section 301 of the Companies Act 1956 and exceeding the value of Rupees Five Lacs in respect of the each party during the year have been made at prices which are reasonable having regards to the prevailing market price at the relevant time.

vi. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public and therefore, the provisions contained in Sections 58A 58AA or any other relevant provisions of the Companies Act, 1956 and Rules framed there under are not applicable to the Company.

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

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

ix. a) According to the records of the Company Income-Tax which have not been deposited on account of disputes and the Forum where the dispute is pending are as under:

Nature of Statute Year Nature of Dues Pending Amount

Income Tax Act 1961 F.Y. 2009-10 Income Tax demand 149.22 Lacs

Income Tax Act 1961 F.Y. 2010-11 Income Tax demand 72.60 Lacs

Nature of Statute Forum Where Dispute is pending

Income Tax Act 1961 CIT Appeal, Thane

Income Tax Act 1961 CIT Appeal, Thane

b) According to information and explanation given to us, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, Income Tax, Wealth Tax, Sales Tax, Purchase Tax, Custom Duty, Cess, Entry Ta x and Service Ta x except following dues which are due since more than six months but still not paid:-

Amount (Rs. in Nature of Statute Natures of Dues Lacs)

MVAT Act VAT 15.14

Central Sales Tax Act CST 5.83

MVAT Act VAT 9.18

Central Sales Tax Act CST 0.90

Service Tax Act Service Tax 0.16

Service Tax Act Service Tax 0.23

Maharashtra Labour Welfare Labour Welfare Fund 0.01 Act

Professional Tax Act Professional Tax 0.89



Nature of Statute Period to which the Date of amount relates Due Date Payment

MVAT Act F.Y.2011-12 21/04/12 Still not paid

Central Sales Tax Act F.Y.2011-12 21/04/12 Still not paid

MVAT Act F.Y.2013-14 21/08/13 Still not paid

Central Sales Tax Act F.Y.2013-14 21/08/13 Still not paid

Service Tax Act F.Y.2013-14 06/05/13 Still not paid

Service Tax Act F.Y.2013-14 06/07/13 Still not paid

Maharashtra Labour Welfare Act F.Y.2011-12 25/07/12 Still not paid

Professional Tax Act F.Y.2013-14 30/04/14 Still not paid

x. The Company has accumulated losses of Rs. 26.64 Crores as on 31st March, 2014 and has incurred cash losses of Rs. 11.20 Crores during the financial year covered by our audit and Rs. 2.37 Crores in the immediately preceding financial year. xi. The Company has been defaulted in repayment of dues to financial institutions or banks.

1) Based on our audit procedures and as per the information and explanations given by management, the company has been defaulted in repayment of Interest on the Term Loan taken from the Dhanlaxmi Bank Ltd. Penal Interest on Interest is also overdue as on 31/03/2014.

The following are the details of the Delay.

Name of Bank Particulars Interest Overdue Penalty Overdue Period of (Rs. In Lacs ) (Rs. In Lacs ) Outstanding

Dhanlaxmi Term Loan 19.37 2.18 April 2013 Bank Ltd to March 2014

As explained to us, reasonable steps had already been taken for payment of principal.

2) Based on our Audit Procedures and as per the information and explanation given by management, the company has exceeded working capital demand loan of Canara Bank worth Rs. 30.00 crores and therefore bank has classified the account as substandard asset as on 02/12/2013.

3) Based on our Audit Procedures and as per the information and explanation given by management, the company has been delayed in the payment of the interest on Working Capital Loan taken from Canara Bank.

Name of Bank Particulars Interest Overdue Penalty Period of (Rs. In Lacs ) (Rs. In Lacs ) Outstanding

Canara Bank WCTL 15.29 0.69 On various dates

As explained to us, these delays had been rectifed & hence no delays exist as at 31/3/2014. Moreover WCTL has been paid & no more in existence as at 31/3/2014.

4) Based on our Audit Procedures and as per the information and explanation given by management, the company has been delayed in the payment of dues to the banks in respect of Letters of Credit.

Particulars Amount (Rs. In Lacs ) Period of Delays

Letters of Credit 162.94 30 DAYS

5) In respect of loans granted to various parties, repayment of the principal amount was not as stipulated and payment of interest has also not been regular. xii. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi / mutual benefit fund / society.

Therefore, the provision of clause (xiii) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

xiv. The Company is not a dealer or trader in shares, securities, debentures and other investments. Therefore, the provisions of clause 4 (xiv) of the order are not applicable to the Company

xv. According to the information and explanations given to us, no guarantee has been given for loans taken by others from banks or financial institutions.

xvi. According to the information and explanations given to us, in our opinion, the term loans were used for the purpose for which the same were obtained xvii. According to the information and explanations given to us and on an overall examination of the cash fow statement and balance sheet of the Company, in our opinion, the funds raised on short term basis have not been used for long term investments.

xviii. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

xix. The company has not issued debentures and hence requirement of reporting regarding creation of security in respect of debentures issued does not arise. xx. The Company has not raised any money by way of public issue during the year or in the recent past.

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

For Raman S. Shah & Associates Chartered Accountants Firm Regn. No. 119891W (CA. Raman S. Shah) Partner Membership No. 033272 Mumbai, 28th May, 2014


Mar 31, 2013

1. We have audited the attached Balance Sheet of TARAPUR TRANSFORMERS LIMITED, as at 31st March, 2013 and also the Statement of Proft and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These fnancial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these fnancial 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 fnancial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the fnancial statements. An audit also includes assessing the accounting principles used and signifcant estimates made by management, as well as evaluating the overall fnancial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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

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

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

(iii) The Balance Sheet and Statement of Proft and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) In our opinionA,A tnhne nuBuaalaaln lRceRe Sephpeoeort trant2d 02 S10ta1te 1-m 2e-n 02t 10o2f1 P2roft and Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the directors, as on 31st March 2013, and taken on record by the Board of Directors, we report that none of the directors is disqualifed as on 31st March, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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



ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in Para 3 of our Report of even date) As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 and explanations given to us and on the basis of such checks, as we considered appropriate, we have to state that:- The nature of the Company''s business during the year has been such that clause (xiii) pertaining to Chit Funds etc, and clause (xiv) pertaining to Dealing/ Trading in Securities etc, of paragraph 4 of the Companies (Auditor''s Report) Order, 2003, are not applicable to the Company.

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

(b) The fxed assets were physically verifed by the Management during the year. We have been informed that no material discrepancies were noticed on such physical verifcation.

(c) Substantial part of fxed assets has not been disposed of during the year.

ii. (a) The stock of inventory has been physically verifed during the year by the Management at reasonable intervals.

(b) In our opinion, the procedures of physical verifcation of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on physical verifcation of stocks as compared to book records were not material; however, the same have been properly dealt within the books of account.

iii. (a) The Company has during the year granted unsecured loans to one party covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 1.55 Crores and at the end of the year balance of loans granted to such parties was Rs. 1.18 Crores.

(b) The Company has during the year taken loans from four parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 2.56 Crores and at the end of the year balance of loans granted to such parties was Rs. 2.36 Crores

(c) In our opinion, the rate of interest and other terms and conditions on which the loans had been granted by the company from parties listed in the register maintained under section 301 of the Companies Act, 1956 are not prima facie, prejudicial to the interest of the Company.

iv. In our opinion, there is an adequate internal control system, commensurate with the size of the company and the nature of its business, for the purchase of inventory and fxed assets and for the sale of goods. During the course of our audit no major weakness has been observed in the internal controls.

v. (a) The particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public and therefore, the provisions contained in Sections 58A, 58AA or any other relevant provisions of the Act and Rules framed there under are not applicable to the Company.

vii. In our opinion, the company has an internal audit system commensurate with its size and nature of its business. viii. According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956.

ix. a) According to the records of the Company Income-Tax which have not been deposited on account of disputes and the Forum where the dispute is pending are as under:

Nature of Statute Year Nature of Dues Amount Forum Where Pending Dispute is pending

Income Tax Act A.Y.2010-11 Income Tax 149.22 CIT Appeal, 1961 Lacs Thane

b) According to information and explanation given to us, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, Income Tax, Wealth Tax, Sales Tax, Purchase Tax, Custom Duty, Cess, Entry Tax and Service Tax except following dues which are due since more than six months but still not paid :-

Amount Nature of Statute Natures of Dues (Rs. in Lacs)

Central Sales Tax Act CST 7.69

MVAT Act VAT 20.09

Service Tax Act Service Tax 1.16

Income Tax Act TDS 1.52

Maharashtra Labour Welfare Act Labour Welfare Fund 0.01

Professional Tax Act Professional Tax 0.62



Nature of Statute Period to which the amount Due Date Date of Payment relates

Central Sales Tax Act F.Y.2011-12 21/04/12 Still not paid

MVAT Act F.Y.2011-12 21/04/12 Still not paid

Service Tax Act F.Y..2012-13 06/10/12 Still not paid

Income Tax Act F.Y..2012-13 07/10/12 Still not paid

Maharashtra Labour F.Y..2011-12 25/07/12 Still not paid Welfare Act

Professional Tax Act F.Y..2012-13 30/11/12 Still not paid

x. The Company has accumulated losses of Rs. 14.52 Crores as on 31st March, 2013 and has incurred cash losses of Rs. 2.37 Crores during the fnancial year covered by our audit and Rs. 7.15 Crores in the immediately preceding fnancial year.

xi. The Company has not defaulted in repayment of dues to fnancial institutions or banks.

xii. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. According to the information and explanations given to us, no guarantee has been given for loans taken by others from banks or fnancial institutions.

xiv. Term loans availed by the Company were, prima facie, applied by the Company during the year for the purposes for which the loans were obtained.

xv. On an overall basis, the funds raised on short-term basis have, prima facie, not been used for long-term investment.

xvi. The Company has not made preferential allotment of shares to parties and companies covered in the Register, maintained under section 301 of the Companies Act, 1956, during the year.

xvii. The company has not issued debentures and hence requirement of reporting regarding creation of security in respect of debentures issued does not arise.

xviii. Based on the checks carried out by us, any fraud on or by the Company has not been noticed or reported during the year.

For Raman S. Shah & Associates

Chartered Accountants

Firm Regn. No.: 119891W

(CA Raman S. Shah)

Partner

Membership No. 033272

Place: Mumbai,

Date : 29th May 2013


Mar 31, 2012

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

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

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, I956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

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

(v) 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 the directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (I) of section 274 of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, I956, 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 3Ist March, 20I2;

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

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

As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 and explanations given to us and on the basis of such checks, as we considered appropriate, we have to state that:- The nature of the Company's business during the year has been such that clause (xiii) pertaining to Chit Funds etc, and clause (xiv) pertaining to Dealing/Trading in Securities etc, of paragraph 4 of the Companies (Auditor's Report) Order, 2003, are not applicable to the Company.

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

(b) The fixed assets were physically verified by the Management during the year. We have been informed that no material discrepancies were noticed on such physical verification.

(c) Substantial part of fixed assets has not been disposed of during the year.

ii. (a) The stock of inventory has been physically verified during the year by the Management at reasonable intervals.

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

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

iii. (a) The Company has during the year granted unsecured loans to one party covered in the register maintained under Section 301 of the Companies Act, l956.The maximum amount involved during the year was Rs. 1.49 Crores and at the end of the year balance of loans granted to such parties was Rs. 1.49 Crores.

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

(c) In our opinion, the rate of interest and other terms and conditions on which the loans had been granted by the company from parties listed in the register maintained under section 301 of the Companies Act, 1956 are not prima facie, prejudicial to the interest of the Company.

iv. In our opinion, there is an adequate internal control system, 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. During the course of our audit no major weakness has been observed in the internal controls.

v. (a) The particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public and therefore, the provisions contained in Sections 58A, 58AA or any other relevant provisions of the Act and Rules framed there under are not applicable to the Company.

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

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

ix. The Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-Tax, Sales-Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities except Maharashtra Value Added Tax Liability of Rs. 5,67,9701 - which is due since more than six months but still not paid.

x. The Company has accumulated losses of Rs.11.52 Crores as on 31st March, 2012 and has incurred cash losses of Rs. 7.15 Crores during the financial year covered by our audit and Rs. 5.32 Crores in the immediately preceding financial year.

xi. The Company has not defaulted in repayment of dues to financial institutions or banks.

xii. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. According to the information and explanations given to us, no guarantee has been given for loans taken by others from banks or financial institutions.

xiv. Term loans availed by the Company were, prima facie, applied by the Company during the year for the purposes for which the loans were obtained.

xv. On an overall basis, the funds raised on short-term basis have, prima facie, not been used for long-term investment.

xvi. The Company has not made preferential allotment of shares to parties and companies covered in the Register, maintained under section 301 of the Companies Act, 1956, during the year.

xvii. The company has not issued debentures and hence requirement of reporting regarding creation of security in respect of debentures issued does not arise.

xviii. Based on the checks carried out by us, any fraud on or by the Company has not been noticed or reported during the year.

For Raman S. Shah & Associates

Chartered Accountants

Firm Regn. No.II989IW

(CA Raman S. Shah)

Partner

Mumbai, 14th August , 2012 Membership No. 033272


Mar 31, 2011

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

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

3. As required by the Companies (Auditor's Report) Order, 2003 (as amended), issued by the Central Government in terms of Section-227(4A) of the Companies Act,1956, we enclose herewith the annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

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

(c) The Balance Sheet, the 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, the Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956. (Refer Note- 10 of Part A of Schedule - M of the Notes Attached to & Forming part of the accounts for the year ended 31st March, 2011);

e) On the basis of written representations received from the Directors as on 31st March 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2011 from being appointed as 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 explanations given to us, the said financial statement read with the notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011; and

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

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

ANNEXURE TO AUDITOR'S REPORT REFERRED TO IN PARAGRAPH OF OUR REPORT OF EVEN DATE

1 In respect of its Fixed Assets:

a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b. According to the information and explanations given to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner which, in our opinion, is reasonable, having regard to the size of the Company and nature of the assets, no material discrepancies were noticed on such verification.

c. In our opinion, the Company has not disposed off substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2 In respect of its Inventories:

a. As explained to us, inventories have been physically verified by the management at regular intervals during the year.

b. In our opinion and according to the information & 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. The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3 In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

We are informed that the Company has taken unsecured loans and advances from one company covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 70.33 lacs and the year end balance of loan taken from such party was Rs. Nil

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

5 In respect of the contracts or arrangements referred to in Section 301 of the Companies Act,1956:

a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of the contracts or arrangements that need to be entered in the register maintained under Section-301 of the Companies Act,1956 have been so entered.

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

6 In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public and therefore, the provisions contained in Sections 58A, 58AA or any other relevant provisions of the Act and Rules framed there under are not applicable to the Company. Hence the requirements of clause (vi) of paragraph 4 of the Order are not applicable to the Company.

7 In respect of internal audit system of the Company:

The Company has internal audit systems commensurate with the turnover and operation of the Company. In our opinion, the same is reasonable.

8 In respect of maintenance of Cost Records u/s 209(1)(d) of the Companies Act,1956:

As per information’s and explanations given to us and taking into consideration the size and the nature of the business of the Company, this clause is not applicable.

9 In respect of undisputed statutory dues:

According to the information and explanations given to us, there are no undisputed statutory dues payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess which are outstanding as at for a period of more than six months from the date they became payable. The Company had outstanding sales tax liability of Rs. 0.45 lac which as on 31st March 2011 was outstanding for more than Six months from its due date. The same has been paid subsequently.

10 In respect of accumulated losses & Cash Losses:

The Company has accumulated losses of Rs. 374.24 lacs as on 31st March, 2011 and has incurred cash losses of Rs. 469.77 lacs during the financial year covered by our audit or in the immediately preceding financial year.

11 According to the information and explanations given to us the Company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

12 In our opinion and according to the information & explanation given to us , no loan and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13 In our opinion, the Company is not a Chit fund, Nidhi or mutual benefit Society, Hence the requirements of clause (xiii) of paragraph 4 of the Order is not applicable to the Company.

14 The company is not dealing or trading in in shares, securities, debentures and other investments. Hence the requirement of clause (xiv) of paragraph 4 of the Order is not applicable to the Company.

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

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

17 According to the information and explanations given to us, no funds raised on short-term basis have been used for long-term investment. Similarly, no funds raised on long term basis have been used for short-term investment.

18 During the year, the Company has not made preferential allotment of shares to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

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

20 The Company has not raised net proceeds of Rs. 63.75 crores by way of initial public offer(IPO) during the year ended 31st March, 2011.The Company has disclosed the end use of money by way of Notes Accounts in Point 16 of part “B” of the any money by way of public issues during the year.

21 In our opinion & according to the information and explanations given to us, a fraud on or by the Company has not been noticed or reported during the year.

For Raman S. Shah & Associates Chartered Accountants Firm Regn No : 119891W

CA Raman S. Shah (Partner) Membership No : 33272

Mumbai, 16th July, 2011


Mar 31, 2010

1. We have audited the attached Balance Sheet of TARAPURTRANSFORMERS LIMITED as at 31st March, 2010 and also the Profit and Loss Account for the period 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.

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

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

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

(b) In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books and proper returns adequate for the purpose of our audit have been received from the branches not visited by us. The Branch Auditors Report (s) have been forwarded to us and have been appropriately dealt with;

(c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account and with the audited returns from the branches;

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

(e) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

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

(ii) in the case of the Profit and Loss Account, of the profit for the period ended on that date; and

(iii) in the case of Cash Flow of the Cash Flow for the period ended on that date.

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

1 In respect of its Fixed Assets

a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b. According to the information and explanations given to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner which, in our opinion, is reasonable, having regard to the size of the Company and nature of the assets., No material discrepancies were noticed on such verification.

c. In our opinion, the Company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2 In respect of its Inventories

a. As explained to us, inventories have been physically verified by the management at regular intervals during the year.

b. In our opinion and according to the information & 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. The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3 In respect of loans, secured or unsecured, granted or taken by the company to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

We are informed that the Company has not taken unsecured loans, from companies, listed in the register maintained under Section 301 of the Companies Act, 1956.

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

5 As explained to us there has not been any transaction during the year that need to be entered in the register maintained under section 301 of the Companies Act 1956 and exceeding during the year to Rs. 5,00,000 or more in respect of each such party.

6 The company has not accepted any deposits from the public. Hence the requirements of clause (vi) of paragraph 4 of the Order is not applicable to the company.

7 In respect of internal audit system of the company

As per informations & explanations given to us & taking into consideration the size and the nature of the business of the company ,this clause is not applicable.

8 In respect of maintenance of Cost Records u/s 209( I )(d) of the Companies Act, 1956.

As per informations & explanations given to us & taking into consideration the size and the nature of the business of the company ,this clause is not applicable.

9 In respect of undisputed statutory dues

According to the information and explanations given to us, there are no undisputed statutory dues payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty , cess which are outstanding as at for a period of more than six months from the date they became payable.

10 In respect of accumulated losses & Cash Losses

The Company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

11 According to the information and explanations given to us the company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

12 In our opinion and according to the information & explanation given to us , no loan and advances have been granted by the company on the basis of security by way of pledge of shares , debentures and other securities.

13 In our opinion, the company is not a Chit fund, Nidhi or mutual benefit Society, hence the requirements of clause (xiii) of paragraph 4 of the order is not applicable to the company.

14 The company is not dealing or trading in in shares, securities, debentures and other investments. Hence the requirement of clause (xiv) of paragraph 4 of the Order is not applicable to the company.

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

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

17 According to the information and explanations given to us, no funds raised on short-term basis have been used for long-term investment. Similarly, no funds raised on long term basis have been used for short-term investment.

18 During the year , the company has not made preferential allotment of shares to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

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

20 The company has not raised any money by way of public issues during the year.

21 In our opinion & according to the information and explanations given to us, a fraud on or by the company has not been noticed or reported during the year.

For RAMAN S.SHAH & ASSOCIATES

Chartered Accountants FirmRegn.No. 119891W

(CA. RAMAN S. SHAH) Partner Membership No. 33272 Mumbai, 10th May, 2010


Mar 31, 2008

1. We have audited the attached Balance Sheet of TARAPUR TRANSFORMERS LIMITED as at 31st March, 2008 and also the Profit and Loss Account 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.

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

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-sectior (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4and5ofthe said Order.

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

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

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

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

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

e) On the basis of written representations received from the Directors as on 31st March 2008 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2008 from being appointed as 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 explanations given to us, the said financial statements read with the notes thereon 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:

1) In the case of Balance Sheet, of the State of Affairs of the Company as at 31st March, 2008;

2) In the case of Profit and Loss Account, of the Profit of the Company for the year ended on that date; and

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

Referred to in Paragraph of our Report of even date

1 In respect of its Fixed Assets

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) According to the information and explanations given to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner which, in our opinion, is reasonable, having regard to the size of the Company and nature of the assets. No material discrepancies were noticed on such verification.

c) In our opinion, the Company has not disposed off substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2 In respect of its Inventories

a) As explained to us, inventories have been physically verified by the management at regular intervals during the year.

b) In our opinion and according to the information & 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) The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3 a) The company has granted unsecured loan and advance to two parties covered in the register maintained under section 301 of the Act. The maximum amount involved during the year and the year end balance of such loans aggregate to Rs. 16714265/- and Nil respectively. The Company has taken unsecured loans from three parties covered in the register maintained under section 301 of the Act. The maximum amount involved during the year and the year end balance of such loans aggregate to Rs. 44138377/- and Rs. 39895967/-

b) In our opinion, the rate of interest, wherever applicable and other terms and Conditions of loans taken as well as given are not prima facie prejudicial to the interest of the Company.

c) In respect of the aforesaid loans, the company is regular in repaying the principal amounts as stipulated and is also regular in payment of interest, where applicable. The parties are repaying the principal amounts, where applicable and are also regular in payment of interest, as and where stipulated.

d) In respect of the aforesaid loans, there is no overdue amount of more than Rupees one lac.

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

5 In respect of particular of contracts or arrangements and transaction entered in the register maintained in pursuance of section 301 of the Companies Act, 1956:

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

b) According to the information and explanations given to us, each of the transactions in pursuance of such contracts/arrangements in excess of Rs. Five Lacs in respect of any party during the year, have been made at prices which are reasonable having regards to the prevailing market prices at the relevant time.

6 The company has not accepted any deposits from the public. Hence the requirements of clause (vi) of paragraph 4 of the Order is not applicable to the company.

7 In respect of internal audit system of the company

As per informations & explanations given to us & taking into consideration size and the nature of business of the company, this clause is not applicable.

8 In respect of maintenance of Cost Records u/s 209(l)(d) of the Companies Act,1956.

As per informations & explanations given to us & taking into consideration size and the nature of business of the company, this clause is not applicable.

9 In respect of undisputed statutory dues

According to the information and explanations given to us, there are no undisputed statutory dues payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty , cess which are outstanding as at for a period of more than six months from the date they became payable.

10 In respect of accumulated losses & Cash Losses

The Company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

11 According to the information and explanations given to us the company has not defaulted in repayment of due to any financial institution or bank or debenture holder.

12 ln our opinion and according to the information & explantion given to us , no loan and advances have been granted by the company on the basis of security by way of pledge of shares , debentures and other securities.

13 In our opinion, the company is not a Chit fund, Nidhi or mutual benefit Society,Hence the requirements of clause (xiii) of paragraph 4 of the Order is not applicable to the company.

14 The company is not dealing or trading in shares, securities debentures and other investments. Hence the requirements of clause (xiv) of paragraph 4 of the Order is not applicable to the company.

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

16 As per information and explanations given to us, term loans raised during the year have been applied for the purposed for which the same were obtained.

17 According to the information and explanations given to us, no funds raised on short-term basis have been used for long-term investment.

18 During the year, the company has not made preferential allotment of shares to a party listed in the register maintained under section 301 of the Companies Act, 1956. In our opinion the price at which shares have been issued are not prejudicial to the interest of the company.

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

20 The company has not raised any money by way of public issues during the year.

21 In our opinion & according to the information and explanations given to us, a fraud on or by the company has not been noticed or reported during the year.

For RAMANS. SHAH & CO. CHARTERED ACCOUNTANTS

PLACE: Mumbai RAMANS. SHAH

DATE:JUNE 17,2008. (PROPRIETOR)

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