Blossom Industries Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th Septernber, 2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

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

An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 3151 March, 2014;

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

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

Emphasis of Matter

Attention is invited to Note no 24.1 (i) (c) regarding non provision of service tax estimated#at Rs. 286,030,616/- (excluding interest and penalty) for the period from 23rd September, 2009 to 30th June, 2012 for the reasons stated therein. During the previous year, the Company had paid Rs. 209,402,036/- (including interest of Rs. 32,750,955/-) under protest. In an earlier year, the Company had filed a writ petition with the Hon''ble High Court of Bombay which was admitted. Pending the hearing of the Writ by the Hon''ble High Court, no effect has been considered in the financial statements.

Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Act (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs).

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

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT (Referred to in paragraph I of Report on Other Legal and Regulatory Requirements of our report of even date) Having regard to the nature of the Company''s business, clauses (vi), (x), (xi), (xii), (xiii), (xiv), (xv), (xviii), (xix) and (xx) of paragraph 4 of the Order are not applicable.

(i) In respect of its fixed assets:

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

(b) Physical verification of fixed assets was carried out during the year by the management, the frequency of which in our opinion is reasonable, having regard to the size of the company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company.-

(ii) In respect of its inventory:

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

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

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

(iii) (a) The Company has neither granted any loans, secured or unsecured, to companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956.

(b) According to the information and explanations given to us, the Company has taken unsecured loan of Rs.48,000,000/- during the year from a company covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 300,000,000/- and the year-end balance of such loan taken was Rs. 217,500,000/-.

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

(d) No principal amount has fallen due for repayment during the year as per agreement between the parties. The Company has been regular in the payment of interest.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanation that certain items purchased and sold are of special nature and their prices cannot be compared with alternative quotations, there is an adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and with regard to the sale of goods.

During the course of our audit, we have not observed any major weaknesses in such internal control system.

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

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

(b) In our opinion and according to the information and explanations given to us, having regard to the comment in (iv) above, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rs.5 lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevaling market prices at the relevant time.

(vi) In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants appointed by the Mangement have been commensurate with the size of the Company and the nature of its business.

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

(viii) According to the information and explanations given to us in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed 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 material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of income-tax, wealth tax, custom duty, excise duty, cess and other material statutory dues in arrears as at 31 st March, 2014 for a period of more than six months from the date they became payable.

(c) Details of dues of income-tax, sales tax, wealth tax, service tax, custom duty, excise duty and cess which have not been deposited as on 31st March, 2014 on account of disputes are given below:

Name of Nature of Forum where Period to the Statute Dues Dispute is which the pending amount relates

Finance Act, Service Tax Hon''bleHigh FY 2009-10, 1994 Court of Bombay 2010-11, 2011-12, 2012-13

Bihar Value Sales Tax Commissioner of F.Y. 2013-14 Added Tax Comercial Taxes Act, 2005

Name of the Statute Amount involved (Rs.)

Finance Act 1994 Rs. 286,030,616 (refer (a) below)

Bihar value added tax Rs. 2,194,766 (refer (b) below)

Notes:

(a) During the previous year, the Company had paid Rs. 176,651,081/- under protest against the above disputed dues.

(b) During the year, the Company has paid Rs. 2,194,766/- under protest against the above disputed dues.

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

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

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

For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm''s Registration No. 117366W/W-100018)

R.A.Banga Partner (Membership No. 37915)

Mumbai, 6th June, 2014

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Blossom Industries Limited ("the Company") which comprise the Balance Sheet as at 3 Ist March, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditors'' Responsibility

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

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

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

Opinion

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

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

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

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

Emphasis of Matter

Attention is invited to Note no 24.1 (i) (c) regarding non provision of service tax estimated at Rs. 286,030,616/- (excluding interest and penalty) for the period from 23rd September, 2009 to 30th June, 2012 for the reasons stated therein. During the year, the Company has paid Rs. 209,402,036/- (including interest of Rs. 32,750,955/-) under protest. In an earlier year, the Company had filed a writ petition with the Hon''ble High Court of Bombay which was admitted. Pending the hearing of the writ by the Hon''ble High Court, no effect has been considered in the financial statements.

Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

TO THE MEMBERS OF BLOSSOM INDUSTRIES LIMITED

(Referred to in paragraph I under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

i) Having regard to the nature of the Company''s business, clauses(xii), (xiii),(xiv), (xv), (xviii), (xix)and(xx) of paragraph 4 of the Order are not applicable.

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

(b) Physical verification of fixed assets was carried out during the year by the Management, in accordance with the system of periodical verification of fixed assets over a period of three years. In our opinion, the frequency of verification is reasonable, considering the size of the Company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

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

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

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

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

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

(b) According to the information and explanations given to us, the Company has taken unsecured loan of Rs. 130,000,0007- during the year from a company covered in the register maintained under Section 301 of die Companies Act, 1956. The maximum amount involved during the year was Rs. 357,000,000/- and the year-end balance of such loan taken was X 297,000,000/-.

(c) In our opinion the rate of interest and other terms and conditions on which loan has been taken by the Company are prima facie not, prejudicial to the interest of the Company.

(d) No principal amount has fallen due for repayment during the year as per agreement between the parties. The Company has been regular in the payment of interest.

v) In our opinion, and according to the information and explanations given to us, having regard to the explanation that certain items purchased and sold are of special nature and their prices cannot be compared with alternative quotations, there is an adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any major weaknesses in such internal control system.

vi) (a) The particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that Section.

(b) In our opinion and according to the information and explanations given to us, having regard to the comment in (v) above, the transactions made in pursuance of such contracts or arrangements and exceeding the value of rupees five lakhs in respect of any party during die year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vii) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA of the Act and the rules framed there under are not applicable to the Company.

viii) In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants appointed by the Management have been commensurate with the size of the Company and nature of its business.

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

x) (a) The Company has been generally 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 any other material statutory dues as applicable with the appropriate authorities during the year. According to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid were in arrears as at 31st March, 2013 for a period of more than six months from the date they became payable.

xi) The Company does not have accumulated losses as at the end of the financial year. The Company has not incurred cash losses during the year covered by our audit and in the immediately preceding financial year.

xii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to bank. The- Company does not have any loans from financial institutions or debenture holders.

xiii) In our opinion and according to the information and explanations given to us, the term loan availed by the Company was applied for the purposes for which it was obtained.

xiv) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, in our opinion, funds raised on short term basis have prima facie not been used during the year for long term investment.

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

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Firm Registration No. II7366W)

RA Banga

Partner

(Membership No.37915)

Mumbai, 8th June, 2013

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of BLOSSOM INDUSTRIES LIMITED ("the Company") as at 31st March 2012, the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date, both 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 the 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and the disclosures in the financial statements. An audit also includes assessing the accounting principles used and the significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. Without qualifying our opinion, attention is invited to Note no 24.1 (i) (d) regarding non provision of service tax estimated at Rs. 238,711,126/- (excluding interest and penalty) for the reasons stated therein. The Company has filed a writ petition with the Hon'ble High Court of Bombay which has been admitted. Pending the hearing of the Writ by the Hon'ble High Court, it is not possible to determine the financial impact at this stage.

4. As required by the Companies (Auditor's Report) Order, 2003 (CARO) issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 5 and 6 of the said Order.

5. Further to our comments in paragraph 3 and in the Annexure referred to in paragraph 4 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 it appears from our examination of those books;

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

(iv) in our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement deait with by this report are in compliance with the accounting standards referred to in section 2! I (3C) of die Companies Act, 1956;

(v) 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 2012;

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

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

Rs.6. On the basis of the written representations received from the Directors as on 31st March 2012 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 Section 274 (I) (g) of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS' REPORT

Re: Blossom Industries Limited

(Referred to in Paragraph 4 of our report of even date)

i) Having regard to the nature of the Company's business clauses (xiii) and (xiv) of CARO are not applicable.

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

(b) Physical verification of fixed assets was carried out during the year by the management, in accordance with the system of periodical verification of fixed assets over a period of three years. In our opinion, the frequency of verification is reasonable, considering the size of the Company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

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

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

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

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

iv) (a) In our opinion and according to the information and explanations given to us, the Company has not granted any loans secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 and accordingly paragraph 4 (iii) (b) (c) and (d) of the Order are not applicable to the Company.

(b) In our opinion and according to the information and explanations given to us, the Company has taken an unsecured loan from one company covered in the register maintained under Section 3D) of the Companies Act, 1956. The maximum amount involved during the year was Rs. 227,000,000/- and the year-end balance of such loan taken was Rs. 227,000,000/-.

(c) In our opinion the rate of interest and other terms and conditions on which loan has been taken by the Company are prima facie not, prejudicial to the interest of the Company.

(d) No principal amount has fallen due for repayment during the year as per agreement between the parties. The Company has been regular in the payment of interest.

v) In our opinion, and according to the information and explanations given to us, having regard to the explanation that certain items purchased and sold are of special nature and their prices cannot be compared with alternative quotations, there is an adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

vi) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, having regards to the comments in (v) above, the transactions made in pursuance of such contracts or arrangements and exceeding the value of rupees five lakhs 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.

vii) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA of the Act and the rules framed there under are not applicable to the Company.

viii) In our opinion, the internal audit function carried out during the year by a firm of Chartered Accountants appointed by the management has been commensurate with the size of the Company and nature of its business.

ix) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 201 I prescribed by the Central Government under Section 209(l)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

x) (a) According to the information and explanations given to us and according to the books and records as produced and examined by us, the Company has been generally 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 any other material statutory dues as applicable with the appropriate authorities during the year. According to the information and explanation given to us, no undisputed amounts payable in respect of aforesaid were in arrears as at 31st March 2012 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, details of disputed statutory dues which have not been deposited on account of matters pending before the concerned authorities are as under:

Name Nature of Amount (Rs.) Period to Forum Remark of the dues which the where Statute amount dispute relates is pending

Finance Service Rs. FY. 2009-10, Hon'ble Refer Act, Tax 238,711,126/- 2010-11 and High Note no 1994 2011-12 Court of 24.1 (i) Bombay (d)

xi) The Company does not have accumulated losses as at the end of the financial year. The Company has not incurred cash losses during the year covered by our audit and in the immediately preceding financial year.

xii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to bank. The Company does not have any loans from financial institutions or debenture holders.

xiii) In our opinion and according to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and any other securities and accordingly the maintenance of adequate records for this purpose does not arise.

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

xv) In our opinion and according to the information and explanations given to us, the term loan availed by the Company was applied for the purposes for which it was obtained.

xvi) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, in our opinion, funds raised on short term basis have prima facie not bee,n used during the year for long term investment.

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

xviii)The Company has not issued any debentures during the year.

xix) The Company has not raised any funds by way of public issue during the year.

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

For Deloitte Haskins & Sells

Chartered Accountants

(Registration No. II7366W)

R.A. Banga

Partner

(Membership No.37915)

Mumbai, 9th June 2012

---

Mar 31, 2011

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

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

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

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

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

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

(d) in our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report have been drawn in accordance with Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(e) on the basis of written representations received from the directors and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

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

(g) in our opinion, and to the best of our information and according to the explanations given to us, the said accounts read together with Significant Accounting Policies and other notes appearing in Schedule 14 forming part of the accounts give the information required by the Companies Act, 1956 in the manner so required, and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011; (ii) in the case of the Profit and Loss Account, of the Loss for the year ended on that date; and (iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

For A.K. SABAT & CO, Chartered Accountants Bhubaneswar Date : 28th May, 2011 ( S.CHAND ) PARTNER

Membership No.050063 Firm Registration No.321012E (ICAI)

ANNEXURE TO THE AUDITOR'S REPORT REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE

(i) In respect of its fixed assets :

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Tax Act, 1947 of Sales Tax

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of BLOSSOM INDUSTRIES LIMITED ("the Company") as at March 31, 2010, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, both 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 the 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and the disclosures in the financial statements. An audit also includes assessing the accounting principles used and the significant estimates made by the 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 (CARO) issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we give 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 in paragraph 3 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 it appears from our examination of those books;

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

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

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

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

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

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

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

i) Having regard to the nature of the Companys business clauses (xiii) and (xiv) of CARO are not applicable.

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

(b) Physical verification of fixed assets was carried out during the year by the Management, in accordance with the system of periodical verification of fixed assets over a period of three years. In our opinion, the frequency of verification is reasonable, considering the size of the Company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

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

iii) (a) As explained to us, inventories were physically. verified during the year and at or after the year end by the management at reasonable intervals.

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

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

iv) (a) In our opinion and according to the information and explanations given to us, the Company has not granted any loans and hence sub - clause (b) to (d) of paragraph 4 of the Companies (Auditors Report) Order, 2003 are not applicable.

(b) In our opinion and according to the information and explanations given to us, the Company has taken an unsecured loan from one company covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year and the year - end balance of such loan taken was Rs. 194,069,534/-.

(c) In our opinion the rate of interest and other terms and conditions on which loan has been taken by the Company are prima facie not, prejudicial to the interest of the Company.

(d) No principal amount has fallen due for repayment during the year as per agreement between the parties. The Company has been regular in the payment of interest.

v) In our opinion, and according to the information and explanations given to us, having regard to the explanation that certain items purchased and sold are of special nature and their prices cannot be compared with alternative quotations, there is an adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

vi) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, having regards to the comments in (v) above, the transactions made in pursuance of such contracts or arrangements and exceeding the value of rupees five lakhs 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.

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

viii) In our opinion, the internal audit function carried out during the year by a firm of Chartered Accountants appointed by the management has been commensurate with the size of the Company and nature of its business.

ix) To the best of our knowledge and explanations given to us, the Central Government has not prescribed maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 for any of the products of the Company.

x) (a) According to the information and explanations given to us and according to the books and records as produced and examined by us, the Company has been generally 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 any other material statutory dues as applicable with the appropriate authorities during the year. According to the information and explanation given to us, no undisputed amounts payable in respect of aforesaid were in arrears as at March 31, 2010 for a period of more than six months from the date they became payable.

(b) According to information and explanations given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, excise duty, service tax and cess matters which have not been deposited as on March 31, 2010 on account of any dispute.

xi) The Company does not have accumulated losses as at the end of the financial year. The Company has not incurred cash losses during the year covered by our audit and in the immediately preceding financial year.

xii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to bank. The Company does not have any loans from financial institutions or debenture holders.

xiii) In our opinion and according to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and any other securities and accordingly the maintenance of adequate records for this purpose does not arise.

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

xv) In our opinion and according to the information and explanations given to us, the term loan taken by the Company was applied for the purposes for which it was raised.

xvi) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, in our opinion, funds raised on short term basis have prima facie not been used during the year for long term investment.

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

xviii)The Company has not issued any debentures during the year.

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

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

For Deloitte Haskins & Sells

Chartered Accountants

(Registration No.117366W)



R.A. Banga

Partner

(Membership No.37915)

Mumbai, July 15, 2010