Taneja Aerospace and Aviation Ltd.

1. We have audited the attached Balance Sheet of TANEJA AEROSPACE AND AVIATION LIMITED (the Company) as at 31st March 2011, and the related Profit and Loss Account and Cash Flow Statement of the Company for the financial year ended as on that date, annexed thereto. 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 the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 3. As required by the Companies (Auditor''s 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 comments in the Annexure referred to in paragraph 3 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 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 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 Companies Act, 1956; e) On the basis of written representations received from the Directors, as on 31st March 2011 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2011 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 explanations given to us, the said accounts, read together with the schedules thereto and the notes thereon, give the 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 the Balance Sheet, of the state of affairs of the Company as at 31st March 2011; ii. In the case of Profit and Loss Account, of the Profit for the year ended as on that date; and iii. In the case of Cash Flow Statement, of the cash flows for the year ended as on that date. ANNEXURE TO THE AUDITORS'' REPORT (Referred to in paragraph 3 of our report of even date) (i) a. The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets. b. According to the information and explanations given to us, the physical verification of the fixed assets was undertaken by the management and the discrepancies noticed, as informed to us were dealt with in the accounts by making additional provision for impairment out of the Reserve for Business Restructuring and this is sufficient to cover such discrepancies. c. According to the information and explanations given to us, the company has not disposed off substantial part of fixed assets during the period under audit, which would affect the going concern of the company. (ii) a. The Company has arrived at closing stock based on physical verification undertaken by the management under supervision of an independent Chartered Accountants firm. b. The procedures of physical verification of inventories followed by the management are generally reasonable and adequate in relation to the size of the Company and nature of its business. c. The Company is maintaining records of inventory by way of manual bin cards which needs to be integrated with financial accounts. No material discrepancies were noticed on physical verification as compared to quantity in such bin cards. (iii) a. During the year under audit, the Company has not granted any fresh loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Out of advances granted in earlier years by way of Inter Corporate Deposit, the maximum amount outstanding during the year was Rs. 494 lakhs and the balance of such loan as at 31st March, 2011 is Rs. 494 lacs (Previous Year Rs. 449 lacs). b. In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions on which the Inter Corporate Deposit indicated in paragraph (iii) (a) above was granted is not, prima facie, prejudicial to the interest of the company. c. There are no stipulations for the repayment of principal and the interest thereon. Upto 31st March, 2011, neither the original principal amount nor the accumulated interest thereon has been received. d. No loan or interest can be termed as overdue in the absence of time of repayment and thus the question of taking reasonable steps for recovery of principal amount and interest there on does not arise. e. During the year, the Company has taken unsecured loans aggregating to Rs. 1344 lacs from one of the companies covered in the register maintained under section 301 of the Companies Act, 1956 (Previous year Rs. 1149 lakhs). At the year end, the aggregate amount outstanding was Rs. 1125 lakhs (Previous year Rs. 705 lakhs). The maximum balance outstanding during the year was Rs. 1692 lakhs (Previous year Rs. 1490 lakhs). f. As explained to us, the loan (indicated in paragraph (iii) (e) above) 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 amount and the interest thereon. (iv) In our opinion and according to the 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, for purchase of fixed assets and for the sale of goods and services. However, the internal control procedure with regard to (a) review and reconciliation of book balances of customers / vendors, and (b) procedure for purchase of raw material, stores & components and consumables, needs to be strengthened considering the increasing volume of business and transactions. (v) a) According to the information and explanations given to us and to the best of our knowledge and belief, 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 (other than secured/unsecured loans given/taken dealt with in paragraph (iii) above) 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. (vi) As per explanations 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 (Auditor''s Report) Order, 2003 are not applicable to the company. (vii) The company has appointed firms of Chartered Accountants as their internal auditors. In our opinion, the extent and areas of internal audit needs to be further strengthened to bring it in line with the size and structure of the organization and complexities of its operations. (viii) The Central Government has not prescribed the maintenance of cost records u/s 209(1) (d) of the Companies Act, 1956 and hence the provisions of clause 4 (viii) of the Companies (Auditor''s 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, Custom Duty, Excise Duty, cess and any other material statutory dues with the appropriate authorities during the year. b) According to the information and explanations given to us, no disputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Custom Duty, Excise Duty, cess and other material statutory dues, were in arrears, as at 31 March 2011, for a period of more than six months from the date they became payable, except: Name Nature Amount Period to Forum where of of Dues (Rs. In which it the dispute Statute lacs) relates is pending Central Excise Duty 4.95 F.Y. 2010-11 Office of Excise Superintendent Laws of Central Excise, Hosur Division Customs Custom Duty 622.67 F.Y. 2007-08 CESTAT Act,1962 (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 explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank. (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 (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 dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditor''s 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 institutions. Hence, the provisions of clause 4 (xv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company. (xvi) As per the information and explanations given to us, the Company has not taken any Term Loan during the period under audit. Also, Term Loan taken during earlier years have been, on an overall basis, applied for the purpose for which the said loans were obtained. (xvii) According to information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that no funds (except inter corporate deposit from an associate company) raised on short-term basis has been used for long-term investment. (xviii) According to information and explanations 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 (Auditor''s Report) Order, 2003 is not applicable to the company. (xx) The company has not raised any funds by way of preferential/ public issue during the year. (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, Firm Reg. No.: 103513W Haresh B. Shah Partner Membership No. : 32208 Pune June 29,2011