First Leasing Company of India Ltd Auditor Reports

To the Members of First Leasing Company of India Ltd.

Report on the Financial Statements

We have audited the accompanying financial statements of

First Leasing Company of India Limited ("the Company"), which comprises the Balance Sheet as at 31st March 2013, and the Statement of Profit and Loss and Cash Flow Statement and a summary of significant accounting policies and other explanatory information.

Managements Responsibility for the Financial Statements

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 sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements to 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 judgement, 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. 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 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 2013;

b) in the case of the Statement of Profit and Loss Account, of the profit 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 (Auditors Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 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 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, Statement of Profit and Loss, and 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 subsection (3C) of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on 31st March 2013, and taken on record by the Board of Directors, none of the directors is disqualified 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.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

	For SARATHY & BALU
	Chartered Accountants
	FRN - 03621S
	CA. N. R. SRIDHARAN
Place : Ooty	Partner
Date : 27th May 2013	M.No. 015527

Annexure to the Auditors Report

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

(b) The fixed assets other than assets on lease have been physically verified by the management at reasonable intervals during the year. We have been informed that no material discrepancy was noticed on such physical verification.

(c) During the year, the Company has not disposed off substantial part of fixed assets, which would affect its status as going concern.

(ii) The Company does not have any inventory, except the stock on hire, the legal ownership of which is to be transferred to the hirers on receipt of the last instalment from them. The above said stocks on hire have been physically verified by the management during the year. In our opinion, the frequency of verification of the same is reasonable.

(iii) (a) As the Company has not granted any loan, secured or unsecured to companies, firms or other parties listed in the registers maintained under section 301 of the Act, the question of reporting on rate of interest, other terms and conditions, regularity in repayment of the principal, interest and details of overdue amounts of loans granted does not arise.

(b) The Company has not taken any loan, secured or unsecured, from any Director or their relative, listed in the register maintained under section 301 of the Act.

(iv) In our opinion and according to information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of Fixed assets and sale of goods and services. In our opinion, there is no continuing failure to correct major weaknesses in the internal control system.

(v) According to the information and explanations given to us, we are of the opinion that there are no contracts or arrangements, the particulars of which need to be entered in the register maintained under section 301 of the Act.

(vi) During the year the Company accepted deposits from public. However the company returned all the deposits. As a result, at end of the year, there are no outstanding deposits. During the period when the Company held deposits from public, in our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A, 58AA or any other relevant provisions of the Act and the directions issued by the Reserve Bank of India.

(vii) In our opinion, the company has an internal audit system, managed by a firm of Chartered Accountants appointed by the Management, which is commensurate with its size and nature of business.

(viii) The Central Government has prescribed maintenance of Cost records under Section 209 (1) (d) of the Act and also Cost Audit, in respect of business relating to Electricity generated from wind power by the Company. We have broadly reviewed the accounts and records of the company in this connection and are of the opinion, that prima-facie, the prescribed accounts and records have been generally made and maintained. We have not however, made a detailed examination of the same.

(ix) (a) According to the records of the company and information and explanations given to us, the Company has been regular in depositing with appropriate authorities undisputed Statutory dues including Provident Fund, Employees State Insurance Act, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Cess and other Statutory dues wherever applicable. We are informed that the provisions of Central Excise Act is not applicable to the Company.

(b) According to the records of the Company and information and explanations given to us, there is disputed Sales Tax demand from different States for a sum aggregating to Rs. 1,744.36 Lakhs against which the appeals are pending. (Before AACs and Commissioners - Rs. 1,371.79 Lakhs: Tribunals - Rs. 287.06 Lakhs: Revisional Board - Rs. 20.79 Lakhs and High Courts - Rs. 64.72 Lakhs). According to the records of the Company and information and explanations given to us, there are disputed Income Tax demands for a sum of Rs. 1,063.80 Lakhs, in respect of which appeals are pending before the Honble High Court of Madras (Rs. 662.40 Lakhs), Income tax Appellate Tribunal (Rs. 348.66 Lakhs) and before the Chief Commissioner of Income Tax, Chennai (Rs. 23.36 Lakhs) and before the Assessing Officer (Rs. 29.38 Lakhs).

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

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

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

(xiii) The Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore the provisions of Clause 4 (xiii) of the Companies (Auditors Report) Order, 2003 are not applicable.

(xiv) In our opinion and according to the information and explanations given to us, the Company does not deal / trade in shares, securities, debentures and other investments.

(xv) According to the information given to us the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) To the best of our knowledge and belief and according to the information and explanations given to us, term loans were applied for the purpose for which the loans were obtained.

(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 funds raised on short-term basis have not been used for long-term investment.

(xviii) 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 Act.

(xix) According to information and explanation given to us and the records examined by us, securities / Charges have been created in respect of the debentures issued. However there are no outstanding on the reporting date.

(xx) During the period covered by our audit the company had not raised any money by public issue.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year under report.

	For SARATHY & BALU
	Chartered Accountants
	FRN - 03621S
	CA. N. R. SRIDHARAN
Place : Ooty	Partner
Date : 27th May 2013	M.No. 015527