C Mahendra Exports Ltd Liquidated Auditor Reports

TO THE MEMBERS OF C MAHENDRA EXPORTS LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of C Mahendra Exports Limited ("the Company") which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act 2013 ("the Act") with respect to the preparation 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 of the Companies (Accounts) Rules,2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities, selection and application of the appropriate accounting policies, making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

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

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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 financials control relevant to the Company’s preparation of the financial statements and give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

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

Basis for qualified opinion Basis for Disclaimer of Opinion

1. Reference is invited to note no. 1 regarding preparation of accounts on a Going Concern basis and the reasons stated therein, the Company’s operating results have been materially affected due to various factors including non availability of finance in view of the consortium bankers recalling the financial facilities granted, symbolic possession of premises taken by the Bankers, Factory has ceased to carry on manufacturing activity. These events cast significant doubts on the ability of the Company to continue as a going concern since the volumes of business have also drastically dropped in the last 12 months. The appropriateness of the going concern assumption is dependent on the Company’s ability to raise adequate finance from alternate means and/ or recoveries from overseas debtors to meet its short term and long term obligations as well as to establish consistent business operations. In absence of any convincing audit evidences, no positive steps taken by the management, non recovery of trade receivables on due dates, non payment of liabilities including Income Tax dues and in view of multiple uncertainties stated above, we are unable to determine the possible effects on the financial statements. We are also unable to conclude on the ability of the company to carry on as a going concern.

2. Reference is invited to note no.42 most banks have not provided balance confirmations, hence we also unable to confirm the bank balance (including working capital facility and overdraft) and interest payable thereon since the accounts are freezed by the consortium of banks and as a result facility has been ceased to be operational. and notice under section 13(2) of The Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act,2002 is received by the Company.

No provision for interest is made amounting to Rs 915,371,518/- since all the bank accounts have become non performing assets (NPA)

3. Reference is invited to note no. 43 regarding Trade Receivables amounting to Rs. 11,949,340,981/- which are outstanding for more than 1 year from invoice date. As explained therein, the recoveries from these trade receivables have been almost negligible. There have been defaults on the payment obligations by the debtors on the due dates. As informed by the management no reply is received from any parties to whom legal notices were sent. No confirmations are obtained. In view of the above we are unable to comment on the realisability of the debts and any provision to be made for unrealisability in the carrying amounts of these balances and the consequential impact, on the financial statements.

4. In absence of audited / unaudited results of subsidiaries and step down subsidiaries, we were unable to obtain sufficient appropriate audit evidence about the carrying amount of Company’s investment in various subsidiaries as at March 31, 2015. Consequently, we were unable to determine whether any adjustments to these amounts were necessary. The said investments continue to be valued at cost.

5. No valuation has been carried out by an independent valuer as done in earlier years accordingly, the determination of estimated net realizable value is made by management, hence we were unable to satisfy ourselves by alternative means concerning the inventory held at 31st March, 2015 which are stated in the Balance Sheet at Rs.163,01,90,777/-

6. The factory has ceased to carry on manufacturing activity since October, 2014. The Management has not carried out impairment of assets test as required by Accounting Standard (AS) 28 regarding Impairment of Assets. Hence we are unable to comment upon the impact in the financial statements.

Disclaimer of Opinion

Because of the significance of the matters described in the Basis for Disclaimer of Opinion paragraph specifically relating to the multiple uncertainties created above, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion. Accordingly, we do not express an opinion on the aforesaid financial statements.

Emphasis of Matters

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

1. Reference is invited to note no.43 of the financial statements, the Company’s advances to the extent of Rs. 11,706,797/- we are unable to ascertain whether such balances are fully recoverable. Accordingly, we are unable to ascertain the impact, if any, that may arise in case any of these advances are subsequently determined to be doubtful of recovery. Had the Company provided for the same, the loss for the period would have been higher by the said amount.

2. Reference is invited to note no. 47 to the Companies Act, 2013 ("the Act") coming in to effect from April 1, 2014, the Company has not realigned the remaining useful life of fixed assets in accordance with the provisions prescribed under Schedule II to the Act and has continued to provide depreciation as per old Companies Act, 1956 hence we are unable to comment upon the impact in the financial statements.

3. Reference is invited to note no.48 the management has confirmed that no financial adjustment is required to be made in the financial statements on account of various allegations, amongst promoters and defamation notice received by the Managing Director of the company.

4. Reference is invited to note no.50 regarding absence of any intimation received from vendors regarding the status of their registration under "Micro, Small and Medium Enterprises Development Act, 2006", the company is unable to comply with the disclosures required to be made under the said Act.

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 exercise of powers conferred by Section 143 (11) of the Act, we enclose 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) As described in the basis of Disclaimer of opinion paragraph, we sought but were unable to obtain all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) Due to possible effects of the matter described in the basis for Disclaimer of opinion paragraph, we are unable to state whether 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) Due to possible effects of the matter described in the basis for Disclaimer of opinion paragraph, we are unable to state whether 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) Due to possible effects of the matter described in the basis for Disclaimer of opinion paragraph, we are unable to state whether the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the Directors as on March 31, 2015 taken on record by the Board of Directors, none of the Directors are disqualified as on March 31, 2015 from being appointed as a Director in terms of Section 164(2) of the Act.

f) The reservation relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Disclaimer of Opinion paragraph above.

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

i. The company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 34 to the financial statements;

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

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

For R. H. Modi & Co.

Chartered Accountants

(Firm Reg. No. 106486W)

Sd/-

R. H. Modi

Proprietor

Membership No. : 037643

Place : Mumbai

Date : 26.08.2015

ANNEXURE TO THE INDEPENDENT AUDITOR’ REPORT

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

i. In respect of its fixed assets:

(a) The Company has not satisfactorily maintained records showing particulars including quantitative details and situation of fixed assets. In the absence of on updated fixed asset register and due to non-availability of records of physical verification we are unable to ascertain the appropriateness of the same.

(b) As explained to us most of the assets have been physically verified by the Management during the year in accordance with a phased programme of verification adopted by the company and no material discrepancies were noticed on such verification. However we are unable to verify the reasonableness of the same, as necessary documentary evidences were not made available for our verification

ii. In respect of its inventories:

(a) As explained to us the company has conducted physical verification at reasonable intervals in respect of inventory. However we have not received any documentary evidence to verify the same.

(b) In the absence of documentary evidence we are unable to ascertain whether the procedures of physical verification of stock followed by the Management are reasonable and adequate or in relation to the size of the company and the nature of its business.

(c) In our Opinion the company is not maintaining proper records of inventory. In the absence of records we are unable to ascertain whether discrepancies if any were noticed on physical verification of stocks.

iii. The Company has granted unsecured loan to 3 Companies covered in the register maintained under section 189 of the Act, which is repayable on demand. The maximum amount outstanding during the year Rs.2,67,150/- and the year end balance of such loan is Rs.NIL. There is no interest charged and other terms and conditions of the loan granted are prime facie, not prejudicial to the interest of the Company.

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 with regard to purchase of inventories and fixed assets except in case of sale of goods and services. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weakness in internal control system.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public in accordance with the provisions of sections 73 to 76 of the Act and the rules framed there under

vi. According to the information and explanations given to us, the Central Government of India has not prescribed the maintenances of cost records under Section 148(1) of the Companies Act, 2013 in respect of the operations of the Company during the year. Accordingly clause (vi) of the Order in not applicable to the Company.

vii. According to the information and explanations given to us in respect of statutory dues:

(a) The Company is not regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Sales- tax / Value Added Tax, Service tax, Customs duty, Excise Duty, Cess, and other applicable statutory dues with the appropriate authorities except for following dues which are undisputed and outstanding for the period exceeding 6 months

Particulars	Amount (Rs).
Income Tax AY 2013-14	41,743,490
Income Tax AY 2014-15	15,382,910
Wealth Tax AY 2014-15	200,555
Dividend Distribution Tax AY 2012-13	10,236,842
Dividend Distribution Tax AY 2013-14	3,650,783
Dividend Distribution Tax AY 2014-15	1,529,550
Interest on Dividend Distribution Tax AY 2012-13	1,854,411
Interest on Dividend Distribution Tax AY 2013-14	235,250
Vat Payable	25,771

.(b) According to the records of the Company, there are no dues of Income Tax, Sales Tax, Service tax, Custom Duty, Wealth Tax, Excise Duty, Value added tax or Cess which have not been deposited as on 31^st March, 2015 on account of any dispute except the following

Name of the statue	Nature of dues	Amount Rs.	Period to which it relates	Forum where dispute is pending
Custom Act,1962	Penalty	11,000,000	2007-2008	Appellate Tribunal
Finance Act, 1994 (Service Tax Provisions)	Service Tax	15,494,737	2006-2011	High Court
Income Tax Act,1961	Income Tax	220,910	2007-2008	Income Tax Appellate Tribunal
Income Tax Act,1961	Income Tax	98,612,870	2008-2009	Commissioner of Income Tax - Appeals
Income Tax Act,1961	Income Tax	12,716,980	2009-2010	Commissioner of Income Tax - Appeals
Income Tax Act,1961	Income Tax	63,652,219	2007-2008	Commissioner of Income Tax - Appeals
Income Tax Act,1961	Income Tax	42,635,270	2011-2012	Commissioner of Income Tax - Appeals

(c) There was no amount which was required to be transferred to the Investor Education and Protection Fund by the Company.

viii The Company has no accumulated losses as at the end of the year. However, it has incurred cash loss in the current financial year but it did not incur cash losses in the immediately preceding financial year,

ix. The company has defaulted in payment of loans to banks as under. As per notice under section 13(2) of The Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act dated 30.12.2014, 07.02.2015 and 03.03.2015 received from various bank.

BANK NAME	TOTAL AMOUNT DEFAULTED	DATE OF DEFAULT STARTED
Bank of Baroda	1,93,12,83,319.09	25/08/2014
Bank of India	1,49,53,64,938.93	30/06/2014
Canara Bank	47,86,13,419.98	23/07/2014
Central Bank of India	1,26,16,79,158.50	05/08/2014
Corporation Bank	1,01,75,18,507.37	31/12/2014
H.D.F.C Bank Ltd	27,52,74,428.34	18/06/2014
Indian Bank	39,36,34,704.00	06/02/2014
Punjab National Bank	69,79,43,405.71	31/03/2014
State Bank of Bikaner & Jaipur	41,33,81,224.13	12/10/2014
State Bank of India	55,61,07,944.00	08/10/2014
State Bank of Mysore	46,93,53,902.56	17/06/2014
State Bank of Patiala	36,62,86,324.20	21/06/2014
State Bank of Travancore	36,64,53,625.33	26/11/2014
Union Bank of India	1,43,92,57,047.89	26/11/2014
TOTAL	11,16,21,51,947.00

The said defaults do not consider any levies of interest and penal interest charged by the banks / provided by the company after the date of the defaults or its subsequent reversals by some banks. Some of the Banks have not confirmed the balances outstanding to them even after writing to them.

The Company does not have any outstanding due from financial institutions and/or by way of debentures.

x. As informed to us, the Company had given guarantees of Rs. 689,048,800/- for credit facilities availed by its overseas subsidiary namely, C Mahendra NV (Formerly known as C Mahendra BVBA) from bank. The overseas subsidiary has defaulted in its dues to bank and bank has issued demand notice calling for payment.

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

xii. The management has stated that no financial adjustment is required on various allegations among promoters, defamation notice received by the Managing Director of the Company. Subject to the this, 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 the information and explanations given to us, we have neither come across any instance of fraud by the company, noticed or reported during the year, nor have we been informed of such case by the management.

For R. H. Modi & Co.

Chartered Accountants

(Firm Reg. No. 106486W)

Sd/-

R. H. Modi

Proprietor

Membership No. : 037643

Place : Mumbai

Date : 26.08.2015