Elgi Ultra Industries Ltd Auditors Report.

INDEPENDENT AUDITORS

To

The Members of Elgi Ultra Industries Limited

REPORT ON THE FINANCIAL STATEMENTS

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

MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Companys 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 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) 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 disclosures in the financial statements. The procedures selected depend on the auditors 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 Companys 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 Companys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the 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 March 31, 2014;

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

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditors Report) Order, 2003 (the Order) issued by the Central Government of India 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 alt 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 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 Accounting Standards notified under 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.

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

For Johendar & Co.
Chartered Accountants,
ICAI Firm Registration No. 001344S
R. JOHENDRAN
Proprietor Place : Coimbatore
M. No. 013162 Date : 25.06.2014

ANNEXURE TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 1 under Report on other Legal and Regulatory Requirements

Section of our report of even date)

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

b) The assets have been physically verified by the management in accordance with a phased programme of verification, which in our opinion is reasonable, considering the size and the nature of its assets.

c) The company has not disposed off substantial part of fixed assets during the year and in our opinion, it has not affected the status of going concern of the company.

ii) a) The inventories have been physically verified during the year by the management. In our opinion the frequency of verification is reasonable.

b) In our opinion , the procedures of physical verification of inventories followed by the management 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 inventories. The discrepancies noticed on verification between the physical stock and the book records were not material.

iii) The Company had taken unsecured loans/ fixed deposits from the companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. However the company had not granted any loan secured or unsecured to any companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

In our opinion and according to the information and explanation give to us, the rate of interest and other terms and conditions on which such loans/fixed deposits taken from such parties covered 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 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 nature of its business with regards to purchase of inventory, fixed assets and sales of goods and services. During the course of our audit we have not noticed any major weakness in internal control system.

v) In respect of transactions 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 the particulars of contracts or arrangements that needed to be entered into the register have been so entered.

Transactions made in pursuance of contracts or arrangements entered into the register maintained under section 301 and exceeding the value of five lakhs Rupees in respect of any party during the year, in our opinion and according to the information and explanations given to us, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 58A and 58AA or any other relevant provisions of the Act and the companies (Acceptance of Deposits), Rules, 1975 with regard to the deposits accepted from the public.

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

viii) The Central Government has prescribed the maintenance of cost records U/s. 209 (1) (d) of the Companies Act 1956, for certain products of the company and they are maintained.

ix) a) According to the records of the Company, undisputed statutory dues including provident fund, investor education and protection fund employees state insurance, income tax, sales tax, wealth tax, Service Tax, customs duty, excise duty, Cess and any other statutory dues have been generally regularly deposited with the appropriate authorities during the year. According to the information and explanation given to us there are no undisputed amounts payable in respect of wealth tax, sales tax, service tax, customs duty, excise duty were out standing at the year end for the period of more than six months from the date they become payable.

b) According to the information and explanations given to us there are disputed statutory dues, the details are as under.

Name of the Statute Nature of Dues Amount Rs. in Lakhs Period to Which the Amount relates Forum where dispute is pending
TNGST Sales Tax Tamilnadu (Company Appeal) 19.79 1995 - 96 1996 - 97 High Court of Madras Judicature -Chennai
Income Tax Income Tax (Department Appeal) 161.20 2002 - 03 to 2006 - 07 High Court of Madras Judicature -Chennai
Income Tax Income Tax (Department Appeal) 182.39 2007 - 08 to 2009 - 10 High Court of Madras Judicature -Chennai
Income Tax Income Tax (Department Appeal) 203.30 2010 - 11 High Court of Madras Judicature -Chennai
Excise Excise Duty (Company Appeal) 9.26 2008 - 09 CESTAT

x) In our opinion, there is no accumulated losses. The company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted the repayment of dues to banks.

xii) According to the information and explanation given to us, the Company has not given any 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 nature of activities of the company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund/societies. Accordingly the provisions of clause 4(xiii) of paragraph 4 of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

xiv) The company is not dealing or trading in shares, securities, debentures and other investment. Accordingly the provisions of clause 4(xiv) of paragraph 4 of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

xv) The company has not given guarantee for loans taken by other parties from banks and financial institutions.

xvi) During the year the company has availed Term Loan Rs. 180.37 Lakhs.

xvii) According to the information and explanation given to us and on overall examination of the Balance Sheet of the Company we are of the opinion that the no funds raised on short-term sources have been used to finance long-term investment.

xviii) The company has not made preferential allotment of shares to parties covered by the register maintain under section 301 of the Companies Act, 1956.

xix) The company has not issued any debentures during the year.

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

xxi) According to the information and explanation given to us and the books and records examined by us, no fraud on or by the company has been noticed or reported during the year.

For Johendar & Co.
Chartered Accountants,
ICAI Firm Registration No. 001344S
R. JOHENDRAN
Proprietor Place : Coimbatore
M.No. 013162 Date : 25.06.2014