TITAN Auditors Report

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Titan Company Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement, the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder and the Order under section 143(11) of the Act

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone financial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with Ind AS and the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2017, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit we report, to the extent applicable that:

a) We have sought and 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 including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act.

e) On the basis of the written representations received from the directors as on March 31, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company, and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, [excluding disputed legal cases as explained in Note 14.3 to the standalone financial statements] to the Investor Education and Protection Fund by the Company.

iv. The Company has provided requisite disclosures in the standalone financial statements as regards its holding and dealings in Specified Bank Notes as defined in the Notification S.O. 3407(E) dated the November 8, 2016 of the Ministry of Finance, during the period from November 8, 2016 to December 30, 2016. Based on audit procedures performed and the representations provided to us by the management we report that the disclosures are in accordance with the books of account maintained by the Company and as produced to us by the Management.

2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.

ANNEXURE “B” TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

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

(b) The Company has a program of verification of fixed assets to cover all the items in a phased manner 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 program, certain fixed assets were physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) With respect to immovable properties of land and buildings that are freehold, according to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed / transfer deed / conveyance deed provided to us, we report that, the title deeds of such immovable properties are held in the name of the Company as at the balance sheet date. In respect of immovable properties of land that have been taken on lease and disclosed as non-current / current assets in the standalone financial statements, the lease agreements are in the name of the Company, where the Company is the lessee in the agreement.

(ii) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verification.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 186 of the Act in respect of investments made. According to the information and explanations given to us, the Company has not granted any loan or provided any guarantees and securities.

(v) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, as amended, with regard to the deposits accepted. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal.

(vi) The maintenance of cost records has not been specified by the Central Government under section 148(1) of the Act.

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

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees’ State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and other material statutory dues applicable to it to the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and other material statutory dues in arrears as at March 31, 2017 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, and Value Added Tax which have not been deposited as on March 31, 2017 on account of disputes are given below:

Name of statute	Nature of dues	Forum where the dispute is pending	Period to which the amount relates	Amount involved (Rs. in lakhs)	Amount unpaid (Rs. in lakhs)
Income-tax Act, 1961	Income tax	High Court	1998-99	2	2
		Income Tax Appellate Tribunal	2002-03	25	25
		Commissioner of Income Tax (Appeals)	2008-09, 2010-13	4,243	3,210
Sales Tax Laws	Sales tax	High Court	2000-01	87	72
		Appellate & Revisional Board	2005-06, 2011-12	94	94
		Commercial Tax Appellate Board	2004-05, 2008-14	506	292

		Additional Commissioner	2003-04	0.24	0.24
		Joint Commissioner (Appels) of Sales Tax	2005-06, 2012-14	259	205
		Deputy Commissioner taxes (Appeals)	2010-13	1,127	747
		Deputy Commissioner of Sales Tax	2000-01, 2002-05, 2015-16	83	68
		Assistant Commissioner (Appeals) of Sales Tax	2013-14	14	6
		Assistant Commissioner of Sales Tax	2004-05, 2014-16	501	499
The Customs Act, 1962	Custom duty	Commissioner of Customs (Appeals)	2012-13	69	50
The Central Excise Act, 1944	Excise duty	Supreme Court	May 2005 to June 2009	8,914	8,214
		High Court	July 2001 to July 2002	1	1
		Customs, Excise and Service Tax Appellate Tribunal	March 1987 to Feb 1990, 1996-99, April 2000 to Dec 2005, 2005-06, April 2006 to March 2012, August 2007 to July 2009, 2000-13	10,299	7,674
		Commissioner of Central Excise (Appeals)	March 2002 - Feb 2003, 2008-12	9	9
		Assistant Commissioner of Central Excise	1998-99, 2000-01, 2004	3	2

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to banks. The Company has not taken any loans or borrowings from financial institutions and government or has not issued any debentures.

(ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the Order is not applicable.

(x) 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 by its officers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Section 177 and 188 of the Act, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the standalone Ind AS financial statements etc. as required by the applicable accounting standards.

(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the Order is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or persons connected with him and hence provisions of section 192 of the Act are not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Firm’s Registration No. 008072S)

V. Srikumar

Partner

(Membership No. 84494)

Place: Bangalore

Date: May 12, 2017

VS/MB/2017

We have audited the accompanying standalone financial statements of
Titan Company Limited ("the Company"), which comprise the Balance Sheet
as at 31st March, 2016, the Statement of Profit and Loss and the Cash
Flow Statement for the year then ended, and a summary of the
significant accounting policies and other explanatory information.

Management''''s Responsibility for the Standalone Financial Statements

The Company''''s Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these standalone 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 the Accounting Standards
prescribed under section 133 of the Act, as applicable.

This responsibility also includes maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable
and prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records,
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.

Auditor''''s Responsibility

Our responsibility is to express an opinion on these standalone
financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
thereunder and the Order under section 143 (11) of the Act.

We conducted our audit of the standalone financial statements in
accordance with the Standards on Auditing specified under Section
143(10) of the Act. 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 financial control relevant
to the Company''''s preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company''''s Directors, 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 on the standalone
financial statements.

Opinion

In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone 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, of the state of affairs of the Company as
at 31st March, 2016, and its profit and its cash flows for the year
ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143 (3) of the Act, we report that:

a) We have sought and 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 aforesaid standalone financial statements comply
with the Accounting Standards prescribed under section 133 of the Act,
as applicable.

e) On the basis of the written representations received from the
directors as on 31st March, 2016 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 2016
from being appointed as a director in terms of Section 164 (2) of the
Act.

f) With respect to the adequacy of the internal financial controls over
financial reporting of the Company and the operating effectiveness of
such controls, refer to our separate Report in "Annexure A". Our report
expresses an unmodified opinion on the adequacy and operating
effectiveness of the Company''''s internal financial controls over
financial reporting.

g) With respect to the other matters to be included in the Auditor''''s
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its
financial position in its financial statements.

ii. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses.

iii. There has been no delay in transferring amounts, required to be
transferred, [excluding disputed legal cases as explained in Note 6(b)
to the financial statements] to the Investor Education and Protection
Fund by the Company.

2. As required by the Companies (Auditor''''s Report) Order, 2016 ("the
Order") issued by the Central Government in terms of Section 143(11) of
the Act, we give in "Annexure B" a statement on the matters specified
in paragraphs 3 and 4 of the Order.

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

(b) The Company has a program of verification of fixed assets to cover
all the items in a phased manner 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 program, certain fixed assets
were physically verified by the Management during the year. According
to the information and explanations given to us, no material
discrepancies were noticed on such verification.

(c) With respect to immovable properties of land and buildings that are
freehold, according to the information and explanations given to us and
the records examined by us and based on the examination of the
registered sale deed / transfer deed / conveyance deed provided to us,
we report that, the title deeds of such immovable properties are held
in the name of the Company as at the balance sheet date. In respect of
immovable properties of land that have been taken on lease and
disclosed as fixed asset in the financial statements, the lease
agreements are in the name of the Company, where the Company is the
lessee in the agreement.

(ii) As explained to us, the inventories were physically verified
during the year by the Management at reasonable intervals and no
material discrepancies were noticed on physical verification.

(iii) The Company has not granted any loans, secured or unsecured, to
companies, firms, Limited Liability Partnerships or other parties
covered in the register maintained under section 189 of the Act.

(iv) In our opinion and according to the information and explanations
given to us, the Company has complied with the provisions of Sections
186 of the Act in respect of investments made. According to the
information and explanations given to us, the Company has not granted
any loan or provided any guarantees and securities.

(v) In our opinion and according to the information and explanations
given to us, the Company has complied with the provisions of Sections
73 to 76 or any other relevant provisions of the Act and the Companies
(Acceptance of Deposits) Rules, 2014, as amended, with regard to the
deposits accepted. According to the information and explanations given
to us, no order has been passed by the Company Law Board or the
National Company Law Tribunal or the Reserve Bank of India or any Court
or any other Tribunal.

(vi) The maintenance of cost records has not been specified by the
Central Government under section 148(1) of the Act.

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

(a) The Company has been generally regular in depositing undisputed
statutory dues, including Provident Fund, Employees'''' State Insurance,
Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value
Added Tax, cess and other material statutory dues applicable to it to
the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident
Fund, Employees'''' State Insurance, Income-tax, Sales Tax, Service Tax,
Customs Duty, Excise Duty, Value Added Tax, cess and other material
statutory dues in arrears as at 31st March, 2016 for a period of more
than six months from the date they became payable except for Rs. 0.03
lakhs relating to Central Sales Tax and the same has been subsequently
paid.

(c) Details of dues of Income-tax, Sales Tax, Service Tax, Customs
Duty, Excise Duty, and Value Added Tax which have not been deposited as
on 31st March, 2016 on account of disputes are given below:

Name of statute Nature of dues Forum where the dispute is pending

Income-tax Act,
1961 Income- tax High Court
Income Tax Appellate Tribunal
Commissioner of Income Tax (Appeals)

Sales Tax Laws Sales tax High Court

Appellate & Revisional Board

Commercial Tax Appellate Board

Additional Commissioner

Joint Commissioner (Appeals) of
Sales Tax

Joint Commissioner of Commercial
Taxes

Deputy Commissioner taxes (Appeals)

Deputy Commissioner of Sales Tax

Assistant Commissioner (Appeals)
of Sales Tax

Assistant Commissioner of Sales Tax

The Customs Act,
1962 Customs duty Commissioner of Customs(Appeals)

The Central
Excise Act, Excise duty Supreme Court
1944

Customs, Excise and Service Tax
Appellate Tribunal

Commissioner of Central Excise
(Appeals)

Additional Commissioner of Central
Excise

Assistant Commissioner of Central
Excise

Name of statute Period to which Amount Amount
the amount involved Unpaid
relates (Rs. in lakhs)(Rs. in lakhs)

Income-tax Act, 1961 1997-98 2 2

2002-03 25 25

2009-12 2,978 2,978

Sales Tax Laws 2000-01 87 72

2005-06,
2011-12 94 94

2004-05, 2008-12 483 307

2003-04 0.24 0.24

2005-06, 2012-13 59 54

2010-11 214 99

2010-13 1,127 747

2000-01, 2002-05 48 32

2013-14 14 6

2004-05, 2012-14 254 28

The Customs Act, 1962 2012-13 150 114

The Central Excise Act,
1944 May 2005 to June 8,914 8,214
2009

March 1987 to 11,217 7,702

Feb 1990, 1996- 2013

Mar 2002 - Feb 9 9

2003, 2008-12,
2013-15

July 1999 - Nov 10 10
1999

1998-99, 1999-00 28 27

2000-01, 2004,

Sep 2007 - Aug

2008, 2014-2015

(viii) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in the repayment of loans or
borrowings to banks. The Company has not taken any loans or borrowings
from financial institutions and government or has not issued any
debentures.

(ix) The Company has not raised moneys by way of initial public offer
or further public offer (including debt instruments) or term loans and
hence reporting under clause (ix) of the Order is not applicable.

(x) 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 by its officers or employees has been noticed or
reported during the year.

(xi) In our opinion and according to the information and explanations
given to us, the Company has paid / provided managerial remuneration in
accordance with the requisite approvals mandated by the provisions of
section 197 read with Schedule V to the Act.

(xii) The Company is not a Nidhi Company and hence reporting under
clause (xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations
given to us the Company is in compliance with Section 177 and 188 of
the Companies Act, 2013, where applicable, for all transactions with
the related parties and the details of related party transactions have
been disclosed in the financial statements etc. as required by the
applicable accounting standards.

(xiv) During the year, the Company has not made any preferential
allotment or private placement of shares or fully or partly convertible
debentures and hence reporting under clause (xiv) of the Order
applicable to the Company.

(xv) In our opinion and according to the information and explanations
given to us, during the year the Company has not entered into any
non-cash transactions with its directors or directors of its subsidiary
or associate company or persons connected with them and hence
provisions of section 192 of the Act are not applicable.

(xvi) The Company is not required to be registered under section 45-I
of the Reserve Bank of India Act, 1934.


For DELOITTE HASKINS & SELLS

Chartered Accountants

(Firm''''s Registration No. 008072S)



V. Srikumar

Partner

(Membership No. 84494)

Place: Bengaluru

Date: 6th May, 2016

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of
Titan Company Limited (the Company), which comprise the Balance Sheet
as at 31st March, 2015, the Statement of Profit and Loss and the Cash
Flow Statement for the year then ended, and a summary of the
significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 (the Act) with respect to
the preparation of these standalone 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 the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and
completeness of the accounting records, 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 standalone
financial statements based on our audit.

We have taken into account the provision of the Act, the accounting and
auditing standards and matters which are required to be included in the
audit report under the provisions of the Act and the Rules made
thereunder.

We conducted our audit in accordance with the Standards on Auditing
specified under Section 143 (10) of the Act. 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 financial control relevant
to the Company''s preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company''s Directors, 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 on the standalone
financial statements.

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, of the state of affairs of the Company as
on 31st March, 2015, and its profit and its cash flows for the year
ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2015 (the
Order) issued by the Central Government in terms of Section 143(11) of
the Act, we give in the Annexure a statement on the matters specified
in paragraphs 3 and 4 of the Order.

2. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and 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 aforesaid financial statements comply with the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the
Directors as on 31st March, 2015 taken on record by the Board of
Directors, none of the Directors is disqualified as on 31st March, 2015
from being appointed as a director in terms of Section 164(2) of the
Act.

(f) With respect to the other matters to be included in the Auditor''s
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its
financial position in its financial statements - Refer Note 22 to the
financial statements.

ii. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses.

iii. There has been no delay in transferring amounts, required to be
transferred, [excluding disputed legal cases as explained in Note no.
6.(b) of the accompanying financial statements] to the Investor
Education and Protection Fund by the Company.

Annexure to the 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 of the Company:

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

(b) The Company has a program of verification of fixed assets to cover
all the items in a phased manner 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 program, fixed assets were
physically verified by the Management during the year. According to the
information and explanations given to us, no material discrepancies
were noticed on such verification.

(ii) In respect of its inventory of the Company:

(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 were 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) The Company has not granted any loans, secured or unsecured, to
companies, firms or other parties covered in the Register maintained
under Section 189 of the Act.

(iv) In our opinion and according to the information and explanations
given to us, having regard to the explanations that some of the items
purchased are of a special nature and suitable alternative sources are
not readily available for obtaining comparable quotations, there is an
adequate internal control system commensurate with the size of the
Company and the nature of its business with regard to purchases of
inventory, fixed assets and for the sale of goods and services. During
the course of our audit, we have not observed any major weaknesses in
such internal control system.

(v) In our opinion and according to the information and explanations
given to us, the Company has complied with the provisions of Sections
73 to 76 or any other relevant provisions of the Act and the Companies
(Acceptance of Deposits) Rules, 2014, as amended, with regard to the
deposits accepted. According to the information and explanations given
to us, no order has been passed by the Company Law Board or the
National Company Law Tribunal or the Reserve Bank of India or any Court
or any other tribunal.

(vi) According to the information and explanations given to us, in our
opinion cost records pursuant to the Companies (Cost Records and Audit)
Rules, 2014 as amended prescribed by the Central Government under
sub-section (1) of Section 148 of the Act is not applicable for the
Company.

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

(a) The Company has generally been regular in depositing undisputed
dues, including Provident Fund, Employees'' State Insurance, Income-tax,
Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value
Added Tax, Cess and other material statutory dues applicable to it with
the appropriate authorities.

(b) There were no undisputed amount payable in respect of Provident
Fund, Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax,
Service Tax, Customs Duty, Excise Duty, Value Added tax, Cess and other
material statutory dues in arrears as at 31st March, 2015 for a period
of more than six months from the date they became payable.

(c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax,
Customs Duty, Excise Duty and Value Added Tax, Cess which have not been
deposited as on 31st March, 2015 on account of disputes are given
below:

Name of statute Nature of Forum where the dispute is
pending
dues

Income-tax Act, 1961 Income- tax High Court

Income Tax Appellate Tribunal

Commissioner of Income Tax
(Appeals)

Sales Tax Laws Sales tax High Court

Commercial Tax Appellate Board

Appellate & Revisional Board

Joint Commissioner (Appeals)
of Sales Tax

Deputy Commissioner taxes
(Appeals)

Assistant Commissioner
(Appeals) of Sales Tax

Senior Joint Commissioner

Joint Commissioner of
Commercial Taxes

Deputy Commissioner of
Sales Tax

Assistant Commissioner of
Sales Tax

Additional Commissioner

The Commercial Tax Inspector

The Customs Act, Customs duty Supreme Court
1962
Commissioner of Customs
(Appeals)

The Central Excise
Act, Excise duty Supreme Court
1944

Customs, Excise and Service
Tax Appellate Tribunal

Commissioner of Central
Excise (Appeals)

Additional Commissioner of
Central Excise

Assistant Commissioner of
Central Excise

Name of statute Period to which Amount
the amount involved
relates (Rs. in lakhs)

Income-tax Act, 1961 1997-98 2

2002-03 25

2009-12 2,978

Sales Tax Laws 2000-01 72

2008-10 174

2005-06, 2010-11 41

2005-06, 2009-13 238

2008-09, 2010-13 748

2013-14 6

2011-12 62

2010-13 110

2000-01, 2002-06 214

2004-05, 2012-14 28

2003-04, 2010-12 86

2008-09 12

The Customs Act, 1962 1989-94 317

2012-13 114

The Central Excise Act, 1944 May 2005 to 2,273
March 2009

March 1987 to 13,007
Feb 1990, 1996 to
1999, April 2000
to Dec 2005, April
2006 - March 2012

1996 to 1997, 1,007
2000-01 to 2013

July 1999 to 10
Nov 1999

2000-01, 2004, 3
Sep 2007 to Aug 2008

(d) The Company has been generally regular in transferring amounts to
the Investor Education and Protection Fund [excluding disputed legal
cases as explained in Note no. 6.b) of the accompanying financial
statements] in accordance with the relevant provisions of the Companies
Act, 1956 (1 of 1956) and Rules made thereunder within time.

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

(ix) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to
banks and debenture holders. There are no dues to financial
institutions.

(x) According to the information and explanations given to us, the
Company has not given any guarantees during the year for loans taken by
others from banks or financial institutions.

(xi) In our opinion and according to the information and explanations
given to us, the term loans have been applied by the Company during the
year for the purposes for which they were obtained.

(xii) 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 DELOITTE HASKINS & SELLS

Chartered Accountants

(Firm''s Registration No. 008072S)

V. Srikumar

Partner

(Membership No. 84494)

Place: Bangalore

Date: 7th May, 2015