Sterlite Industries India Ltd Merged Auditor Reports

To

The Members of

Sterlite Industries (India) Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Sterlite Industries (India) Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, 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.

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 principles generally accepted in India, Including, Accounting Standards referred to in Section 211(3C) 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 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 March 31, 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.

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 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 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 dealt with by this report comply with the Accounting Standards referred to in Section 211(3C) of the Act, together with the early adoption by the Company of Accounting Standard (AS) 30 Financial Instruments, Recognition and Measurement effective April 1, 2007, and the consequential limited revisions as have been announced by the Institute of Chartered Accountants of India to certain Accounting Standards, as stated in Note 2(a) and 32.

e. On the basis of the written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013 from being appointed as a director in terms of Section 274(1)(g) of the Act.

For Chaturvedi & Shah	For Deloitte Haskins & Sells
Chartered Accountants	Chartered Accountants
(Firm Registration No.: 101720W)	(Firm Registration No.: 117366W)
R. Koria	K. A. Katki
Partner	Partner
Membership No.035629	Membership No.038568

Place : Mumbai

Dated : April 29, 2013

Annexure to Independent Auditors’ 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 maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a programme verification of its fixed assets in a three year period physical which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with such programme, the fixed assets were not due for verification by the Management during the year.

(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 and such disposal has, in our opinion, not affected the going concern status of the Company.

(ii) In respect of its inventories:

(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 explanations given to us, the procedures of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) 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) In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

(a) The Company has granted loans to three parties during the year. At the year-end, the outstanding balances of such loans aggregated Rs 7,223.28 Crore (Including Interest free loan of Rs 1.03 Crore) and the maximum amount involved during the year was Rs 7,223.28 Crore (Including Interest free loan of Rs 1.03 Crore).

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

(c) The receipts of principal amounts and interest where applicable have been regular / as per stipulations.

(d) The loans given were not due for repayment and therefore the question of overdue principal amount does not arise.

(e) The Company has not taken any loans, secured or unsecured from companies, firms and other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, hence requirement of clauses 4(iii) (f) and (g) of the Companies (Auditor’s Report) Order, 2003 are not applicable to 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 for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness 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 in Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

(b) Where each of such transaction is in excess of Rs 5 lakh in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vi) According to the information and explanations given to us, the Company has not accepted any deposit from the public and hence directives issued by the Reserve Bank of India and the provisions of section 58A and 58AA of the Companies Act, 1956 and rules framed there under are not applicable for the year under audit.

(vii) In our opinion, the internal audit functions carried out during the year by an external agency appointed by the Management have been commensurate with the size of the Company and the nature of its business.

(viii) 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 (1) (d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

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

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

There were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income Tax, Sales Tax, Wealth Tax, Excise Duty and other material statutory dues in arrears as at March 31, 2013 for a period of more than six months from the date they became payable, other than Rs 0.38 Crore in respect of Investor Education and Protection Fund, which is held in abeyance due to pending legal case. Additionally, Rs 61.88 Crore in respect of Income Tax dues for the year ended March 31, 2012 (Assessment year 2012-13) and Rs 8.85 Crore in respect of the advance tax installment falling due on September 15, 2012 (Assessment year 2013-14) have not been paid/deposited as the Company contends that these amounts are not payable considering the impending merger of the Company under the scheme of arrangement which is currently pending approval of Courts/regulatory authorities as stated in note 34 to the financial statements, and the consequential tax impact thereof with effect from the appointed date of such merger under the scheme.

b) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty and Excise Duty which have not been deposited as on March 31, 2013 on account of disputes are given below:

Name of the Statute	Nature of the dues	Forum where dispute is pending	Period to Which amount relates	Amount Involved (Rs in Crore)
Income Tax Act, 1961	Income Tax	Income tax Appellate Tribunal	2002-03 to 2005-06	31.71
		Commissioner of Income Tax (Appeals)	1990-91 to 2000-01 & 2008-09	215.52
Finance Act, 1994	Service Tax	Custom Excise Service Tax Appellate Tribunal	2002-03 to 2010-11	59.88
		Commissioner of Excise	2006-07 to 2008-09	0.31
		Deputy Commissioner	2007-08 to 2010-11	0.04
Central Excise Act, 1944	Excise Duty	High Court	2005-06 & 2010-11	24.19
		Custom Excise Service Tax Appellate Tribunal	1997-98 to 2006-07	30.76
		Commissioner of Central Excise	1998-99	7.70
		Commissioner of Central Excise (Appeals)	2000-01 to 2001-02	0.08
Customs Act, 1962	Custom Duty	Supreme Court	1996-97	0.18
		High Court	2005-06 to 2006-07	12.35
		Custom Excise Service Tax Appellate Tribunal	2004-05 to 2008-09	41.94
		Commissioner of Central Excise	2004-05, 2006-07 & 2009-10	4.27
Central Sales Tax, 1956	Sales Tax	High Court	1998-99 to 2000-01	2.09
Tamil Nadu Value Added Tax Act,2006	VAT	High Court	2006-07 to 2008-09	6.80
Tamil Nadu Tax and Consumption or Sale of Electricity Act, 2003	Generation Tax	High court	2003-04 to 2008-09	14.46
Total				452.28

(x) The Company does not have accumulated losses at the end of financial year. The Company has not incurred any cash losses during the financial year covered by the 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, debenture holders. banks or

(xii) According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debenture and other securities.

(xiii) In our opinion and according to the information and explanations given to us, the Company is not a fund / society. Therefore, the provisions of clause 4 (xiii) of the chit fund, anidhi or a mutual benefit Companies (Auditor’s Report) Order 2003 are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures & other investments. Based on our examination of the records and evaluation of the related internal controls, the Company has maintained proper records of transactions and contracts in respect of shares, securities, debentures and other investments and timely entries have been made therein. The aforesaid securities have been held by the Company in its own name.

(xv) According to the information and explanations given by the management, the Company has given guarantees for loans taken by others from banks and financial institutions as mentioned in Note no. 42 (II) (b). The guarantees outstanding as at year end are for subsidiary companies and an associate company, which according to the information and explanations given to us, are prima facie not prejudicial to the interest of the Company.

(xvi) According to the information and explanations given to us, no term loans were raised during the year by the Company and therefore the question of utilization for stated purpose does not arise.

(xvii) In our opinion and 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, prima facie, not been used during the year for long-term investment.

(xviii) During the year 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.

(xix) According to the information and explanations given to us, during the period covered by our audit report, the Company had issued 20,000 debentures of Rs 10,00,000 each. The Company has created security in respect of the debentures issued.

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

(xxi) 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 Chaturvedi & Shah	For Deloitte Haskins & Sells
Chartered Accountants	Chartered Accountants
(Firm Registration No.: 101720W)	(Firm Registration No.: 117366W)
R. Koria	K. A. Katki
Partner	Partner
Membership No.035629	Memberships No.038568

Place : Mumbai

Dated : April 29, 2013