Taneja Aerospace and Aviation Ltd.

1. We have examined the attached Balance Sheet of Taneja Aerospace and Aviation Limited (the company) as at June 30, 2009 and also the Profit and Loss account and Cash Flow Statement of the Company for the period April 01,2008 to June 30,2009. These financial statements are the responsibility of the Companys 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 accounting 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 also 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 the Management, as well as evaluating the overall financial statement presentation. We believe that or audit provides a reasonable for our opinion. 3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable. 4. Further to our comment in the Annexure referred to above, we report that: o4.1 As detailed in the Note No. 17 of Schedule 15, the Company has transferred Rs. 20,00,00,000/- from Revaluation Reserve to Profit & Loss Account . This amount has been utilised for prior year write offs / provisions amounting to Rs. 15,20,94,875/- and current period adjustments of Rs. 4,26,03,010/- and the balance is carried over. Above treatment is not in accordance with generally accepted accounting principles and have effect of overstatement of profit for the period by Rs. 20,00,00,000/- (Rupees twenty crores) 4.2 The difference between the actual sales tax liability and discounted value is being treated as revenue expenditure in the year in which it is paid. This accounting practice is not in accordance with generally accepted accounting principles. Further, during the period Company has not accounted the difference between the actual liability and the discounted value of liability as revenue expenditure. Consequently, the profit for the period is further overstated by Rs. 36,92,497/- (Refer Note No. 18). 5. Subject to our comments in paragraph 4 above and our comments in the annexed report, (a) we have obtained all the information and explanation, 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, Profit and Loss account and Cash Flow Statement dealt with by our 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 the report comply with Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956. (e) on the basis of written representations received from the Directors, as on June 30, 2009 and taken on record by the Board of Directors, we reportthat none of the Directors is disqualified as on SO1 June, 2009 from being appointed as a director in terms of clause (g) of sub-section (1 )of Section 274 of the Companies Act,1956; (f) in our opinion and to the best of our information and according to the explanation given to us, the said accounts, read with the schedules thereto and the notes thereon give information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India; I. in the case of Balance Sheet, of the state of affairs of the Company as at June 30,2009. ii. in the case of Profit and Loss account, of the Profit for the period ended on that date; and iii. In the case of Cash Flow Statement, of the cash flows for the period ended on that date. ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph 3 of our report of even date) (i) a. The company has maintained records showing full particulars, including quantitative details and situation of fixed assets. b. According to the information and explanation given to us, the fixed assets were physically verified by the management in accordance with the programme of verification, which in our opinion is reasonable having regard to size of the Company and the nature of its assets. The discrepancies noticed on physical verification were not material and have been dealt with the books of account. The Company has made estimated provision of Rs. 100 lacs for impairment of Fixed Assets. (Ref. Note No. 17) c. According to the information and explanations given to us, the company has not disposed off major part of fixed asset during the period under audit, which would affect the going concern of the company. (ii) a. The company has not produced any physical verification report of inventory for the period under audit, however physical inventory arrived at by the management as on June 30,2009 is used as the basis. b. The company has valued its inventory of raw material, stores and work in progress at cost without Comparing the same with realizable value. The company has written off inventory based on managements estimates as referred to inNoteNo.17. (iii) In respect of unsecured loans granted to companies covered in register maintained under section 301 of the Companies Act, 1956 and according to the information and explanation given to us- a. During the year, the Company has not granted any advances to company/companies covered in the register maintained under section 301 of the Companies Act, 1956. Out of advances granted in earlier years, the amount outstanding as on June 30, 2009 is Rs. 430 lacs. Further, company has paid additional amount of Rs 670 lacs (previous year Rs 300 lacs) as Share Application Money to one of the companies covered in the register maintained under section 301 of the Companies Act, 1956. Equity shares against the same have been allotted to company on October 27, 2009 (date after the reporting period) and consequently it became a subsidiary of the company from that date. b. As explained to us, the advance is repayable on demand. In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions on which advance have been granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company. c. As the advance is repayable on demand, we are unable to comment on regularity of receipt of principal and interest amount. d. No loan or interest can be termed as overdue in absence of time of repayment and thus the question of taking reasonable step for recovery of principal amount and interest there on does not arise. e. During the year, the Company has taken advances aggregating to Rs.3160 lacs from one of the companies covered in the register maintained under section 301 of the Companies Act, 1956. At the year end, the aggregate amount outstanding was Rs.995 lacs. The maximum balance outstanding during the yearisRs.1511 lacs f. As explained to us, the advance is repayable on demand. In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of advance taken by the company; are prima facie not prejudicial to the interest of the company; g. As the advance is repayable on demand, we are unable to comment on the regularity of repayment of principal and interest amount. (iv) In our opinion and according to the information and explanations given to us, there are weaknesses in internal control in stores, purchase procedure and in accounting of revenue of the company. The Company needs to take immediate steps to strengthen the internal control system. (v) a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered. b) In our opinion and according to explanations given to us, transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the companies act, 1956 and exceeding the value of Rupees five lakhs have been made at prices which are reasonable having regard to prevailing market prices at the relevant time subject to our comments contained in clause (iii) (b). (vi) As per explanation given to us, the Company has not accepted any deposits from public to which the provisions of section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 would apply. Therefore, the provisions of clause 4 (vi) of the Companies (Auditors Report) Order, 2003 are not applicable to the company. (vii) The company has appointed an external firm of Chartered Accountants as internal auditor from October 01, 2008. Scope and area of checking in relations to internal control and systems needs to be expanded to bring the internal audit in line with size and complexities of operations of the company. (viii) The Central Government has not prescribed the maintenance of the cost record u/s 209(1) (d) of the Companies Act, 1956 and hence the provisions of clause 4 (viii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company. (ix) a) According to the information and explanations given to us, the Company has been generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, income-tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues with the appropriate authorities during the year, b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty, cess and other material statutory dues, were in arrears, as at June 30, 2009 for a period of more than six months from the date they became payable, except Name of Nature of Dues Amount Period to Statute (Rs. In lacs) which it relates The Income Tax deducted 9.74 Apr-06to Tax Act,1961 but not paid June-07 c) According to the explanation and information given to us, there are no dues of income tax/sales tax/wealth tax/service tax/custom duty/excise duty/cess which have not been deposited on account of any dispute. (x) The Company does not have any accumulated losses. The company has not incurred any cash losses during the period covered by our audit and in the immediately preceding financial year. (xi) 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 of any financial institutions or bank. The company is paying the interest on the Bank Loans that have been computed and provided in the accounts based on restructuring scheme as approved by banks subject to continuance of compliance of conditions of scheme. (xii) According to the explanations given to us, the company has not granted 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 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 to the company. (xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company. (xv) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institution. Hence, the provisions of clause 4 (xv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company. (xvi) As per the information and explanations given to us, during the period Company has taken over a Term Loan on an assignment basis amounting to Rs 12,00,00,000/- sanctioned by a bank to one of its subsidiary companies for implementation of Projects of the company. The loan is secured by deposit kept with the bank by a third party. Approval from the bank for assignment of loan is awaited. The term loan was applied for the purposes for which it was obtained. (xvii) According to information and explanation given to us, and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment. (xviii) According to information and explanation given to us, during the period covered by our audit report, the company has not made preferential allotment of equity shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956. (xix) In our opinion and according to the information and explanations given to us, the Company has not issued any secured debentures during the period of our audit. Therefore, clause 4 (xix) of the Companies (Auditors Report) Order, 2003 is not applicable to the company. (xx) The company has disclosed the end use of the funds raised through Preferential issue by way of notes to accounts. (xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit. For Haresh Upendra & Co, Chartered Accountants, Haresh B. Shah Partner Membership No.; 32208 Pune, December 05,2009