1. We have audited the attached Balance Sheet of ALSTOM T&D India
Limited (formerly AREVA T&D India Limited) (the Company) as at March
31, 2012, and the related Profit and Loss Account for the fifteen
months period from January 1, 2011 to March 31, 2012 (the period) and
the Cash Flow Statement for the period ended on that date annexed
thereto, which we have signed under reference to this report. 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 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.
3. As described in Note 5 on Schedule 19, the distribution business of
the Company was demerged with the appointed date of April l, 2011. We
did not audit the financial results of Company''s branches and
establishments engaged in production, processing and manufacturing of
Company''s distribution products, at its Units located at Vadodara,
Kolkata, Noida and Naini (Allahabad) considered in the preparation of
the financial statements and which constitute total revenue of Rs.
2,449,787 thousand and net profit before tax of Rs. 5,518 thousand
within the period ended March 31, 2012 relating to the demerged
business. Those financial information have been audited by a Branch
Auditor whose report has been furnished to us in accordance with
Section 228(3)(c) and have been appropriately considered in preparing
this Report and our opinion on the financial statements to the extent
they have been derived from such financial information, is based solely
on the report of such Branch Auditor.
4. As required by the Companies (Auditor''s Report) Order, 2003, as
amended by the 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'' of
India (the ''Act'') 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 and 5 of the Order.
5. Further to our comments in paragraph 3 above and the Annexure
referred to in paragraph 4 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
(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
(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 and Loss Account and Cash
Flow Statement dealt with by this report comply with the accounting
standards referred to in sub-section (3C) of Section 211 of the Act;
(e) On the basis of written representations received from the
directors, as on March 31, 2012 and taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2012
from being appointed as a director in terms of clause (g) of
sub-section (l) of Section 274 of the Act;
(f) In our opinion and to the best of our information and according to
the explanations given to us, they said financial statements together
with the notes thereon and attached thereto give, in the prescribed
manner, the information required by the Act, and give a true and fair
view in conformity with the accounting principles generally accepted in
(i) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31,2012;
(ii) in the case of the Profit and Loss Account, of the profit for the
period ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows for the
period ended on that date.
1. (a) The Company is maintaining proper records showing full
particulars, including quantitative details and situation, of fixed
(b) The fixed assets are physically verified by the Management
according to a phased programme designed to cover all the items over a
period of three years which, in our opinion, is reasonable having
regard to the size of the Company and the nature of its assets.
Pursuant to the programme, a portion of the fixed assets has been
physically verified by the Management during the period and no material
discrepancies between the book records and the physical inventory have
(c) The Company has disposed of a substantial part of fixed assets,
relating to the distribution business pursuant to a Scheme approved by
the Court, during the period (Refer Notes on schedule 19). On the basis
of our examination of the books and records of the Company, and
according to the information and explanations given to us, in our
opinion, the disposal of the said part of fixed assets has not affected
the going concern status of the Company.
2. (a) The inventory (excluding stocks with third parties) has been
physically verified by the Management at the period end.
In respect of inventory lying with third parties, these have
substantially been confirmed by them. In our opinion, the frequency of
verification is reasonable.
(b) In our opinion, the procedures of physical verification of
inventory followed by the Management are reasonable and adequate in
relation to the size of the Company and the nature of its business.
(c) On the basis of our examination of the inventory records, in our
opinion, the Company is maintaining proper records of inventory. The
discrepancies noticed on physical verification of inventory as compared
to book records were not material.
3. The Company has neither taken nor granted any loans, secured or
unsecured, to companies, firms or other parties covered in the register
maintained under Section 301 of the Act. Accordingly, clauses iii (b)
to iii (d), iii(f) and iii (g) are not applicable.
4. In our opinion and according to the information and explanations
given to us, having regard to the explanation that certain items
purchased are of special nature for which suitable alternative sources
do not exist for obtaining comparative quotations, 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, fixed assets
and for the sale of goods and services. Further, on the basis of our
examination of the books and records of the Company, and according to
the information and explanations given to us, we have neither come
across nor have been informed of any continuing failure to correct
major weaknesses in the aforesaid internal control system.
5. According to the information and explanations given to us, there
have been no contracts or arrangements referred to in Section 301 of
the Act during the period to be entered in the register required to be
maintained under that Section. Accordingly, the question of commenting
on transactions made in pursuance of such contracts or arrangements
does not arise.
6. The Company has not accepted any deposits from the public within
the meaning of Sections 58A and 58AAoftheActandthe rules framed there
7. In our opinion, the Company has an internal audit system
commensurate with its size and the nature of its business.
8. We have broadly reviewed the books of account maintained by the
Company pursuant to the Rules made by the Central Government of India
for the maintenance of cost records prescribed under clause (d) of
sub-section (l) of Section 209 of the Act in respect of the production
and processing activities of the Company and are of the opinion that
prima facie, the prescribed accounts and records have been made and
maintained. We have not, however, made a detailed examination of the
records with a view to determine whether they are accurate or complete.
9. (a) According to the information and explanations given to us and
the records of the Company examined by us, in our opinion, the Company
is regular in depositing the 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 other material statutory dues, as
applicable, with the appropriate authorities.
(b) According to the information and explanations given to us and the
records of the Company examined by us, there are no dues of income-tax,
wealth-tax, customs duty and cess as at March 31, 2012 which have not
been deposited on account of any dispute. The particulars of dues of
sales-tax, service-tax and excise duty as at March 31, 2012 which have
not been deposited on account of a dispute, are as follows:
Name of the
Statue Nature of dues Amount of
demand period From where
The Central Excise duty
interest 44,401 * 1996-97,
1944 and penalty
as applicable 1990-91,
2003-04, upto Commis
Service Tax Service tax
interest 322,541** 2008-09,
2010-11 & Appellate
1994) and penalty
as applicable 2011-12 Commis
Tax Act Sales tax
interest 526,398*** 1986-87,
1988-89 to Appellate
Sales Tax Acts and
and Sales Tax
*Amount deposited against the demand is Rs. 1,340 thousands.
**Amount deposited against the demand is Rs. 242 thousands.
***Amount deposited against the demand is Rs. 127,526 thousands.
10. The Company has no accumulated losses as at March 31,2012 and it
has not incurred any cash losses in the financial period ended on that
date or in the immediately preceding financial year.
11. According to the records of the Company examined by us and the
information and explanation given to us, the Company has not defaulted
in repayment of dues to its bankers or to any financial institutions as
at the balance sheet date. The Company did not have any outstanding
debentures as at the balance sheet date.
12. The Company has not granted any loans and advances on the basis of
security byway of pledge of shares, debentures and other securities.
13. The provisions of any special statute applicable to chit fund /
nidhi / mutual benefit fund/societies are not applicable to the
14. In our opinion, the Company is not a dealer or trader in shares,
securities, debentures and other investments.
15. In our opinion, and according to the information and explanations
given to us, the Company has not given any guarantee for loanstaken by
others from banksor financial institutions during the period.
16. In our opinion, and according to the information and explanations
given to us, the term loans have been applied, on an overall basis, for
the purposes for which they were obtained.
17. On the basis of an overall examination of the Balance Sheet of the
Company, in our opinion and according to the information and
explanations given to us, there are no funds raised on a short-term
basis which have been used for long-term investment.
18. 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 during the period.
19. The Company has not issued any debentures during the period; and
does not have any debentures outstanding as at the period end.
20. The Company has not raised any money by public issues during the
21. 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
material fraud on or by the Company, noticed or reported during the
period, nor have we been informed of such case by the Management.
For Price Waterhouse
FRN No.: 012754N
New Delhi Partner
May 14, 2012 Membership Number 73897