We have audited the accompanying standalone financial statements of Federal-Mogul Goetze (India) Limited (the
"Company"), which comprise the Standalone Balance Sheet as at 31 March 2025, and the Standalone Statement of Profit and
Loss (including Other Comprehensive Income), the Standalone Statement of Cash Flows and the Standalone Statement of
Changes in Equity for the year ended on that date, and notes to the standalone financial statements, including q summary of
material accounting policies and other explanatory information.

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 Companies Act, 201 3 (the "Act*) in the manner so required ond give a
true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act, {"Ind AS*) and
other accounting principles generally accepted in Indio, of the state of affairs of the Company as at 31 March 2025, and its profit,
total comprehensive income, its cash flowsand the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing ("SA"s) specified
under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibility
for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance
with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAt") together with the ethical requirements
that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made
thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAl’s Code of
Ethics. 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.

Key Audit Matter

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone
financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have
determined the matter described below to be the key audit matter to be communicated in our report.

Information Other than the Standalone Financial Statements and Auditor''s Report Thereon

• The Company''s Board of Directors is responsible forthe other information. The other information comprises the information
included in the Director''s report including Annexures to Director''s report, but does not include the consolidated financial
statements, standalone financial statements and our auditor''s report thereon.

• Our opinion on the standalone financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.

• In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our
knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

• If, based on the work we have performed, we concludethat there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Board of Directors forthe Standalone Financial Statements

The Company''s Board of Directors i$ responsible for the matters stated in section 134(5) of 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 Ind AS specified 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.

In preparing the standalone financial statements, management and Board of Directors ore responsible far assessing the
Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the Board of Directors either intend to liquidate the Company or to cease operations, or
has no realistic alternative but to do so.

The Company''s Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibility forthe Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these

standalone financial statements.

As port of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout
the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or th© override of
internal control.

• Obtain on understanding of interna! financial controls relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)$ of the Act, we are also responsible for expressing our opinion on
whether the Company has adequate internal financial controls with reference to standalone financial statements in place and
the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures mad® bythe management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the
Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s
report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and
whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it
probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be
influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in
evaluating the results of our work; and (it) to evaluate the effect of any identified misstatements in the standalone financial
statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and liming of th®
audit and significant audit findings, including any significant deficiencies in internal financial controls that we identify during our
audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We
describe those matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Reporton Other Legal and Regulatory Requirements

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

a) We have sought and obtained all th® 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, except for not keeping backup on a daily basis of such books of account maintained in
electronic mode in a server physically located in India {Refer Note 48 (i) to the standalone financial statements} and not
complying with the requirement of audit trail as stated in (i){vi) below.

c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including Other Comprehensive Income,
the Standalone Statement of Cash Flows and Standalone Statement of Changes in Equity dealt with by this Report arc in
agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 1 33 of the
Act.

e) On the basis of the written representations received from the directors as on 31 March 2025 taken on record by th®
Board of Directors, none of the directors is disqualified as on 31 March 2025 from being appointed as a director in
terms of Section 164(2) of the Act.

f) The modifications relating io the maintenance of accountsand other matters connected therewith, are as stated in
paragraph (b) above.

g) With respect to the adequacy of the internal financial controls with reference to standalone financial statements 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 th® adequacy and operating effectiveness of the Company''s internal financial
controls with reference to standalone financial statements .

h) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section
197(16) of the Act, as amended,

in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid
by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

i) 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 - Refer Note 13(ii) and 36 to the standalone financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any
material foreseeable losses- Refer Note 48(n) to the standalone financial statements.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the
Company - Refer Note 48(k) to the standalone financial statements;.

iv. (a} The Management has represented that , to the best of its knowledge and belief, as disclosed in the Note 49(1) to

the standalone financial statements no funds have boon advanced or loaned or invested (either from
borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other
person(s) or entityfies), including foreign entities ("intermediaries"), with the understanding, whether
recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate
Beneficiaries") or provideany guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) Th® Management has represented, that, to the best of its knowledge and belief, as disclosed in the Note 49 (m)

to the standalone financial statements, no funds have been received by the Company from any person(s) or
entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing
or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified
in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any
guarantee, security or th® like on behalf of th® Ultimate Beneficiaries.

(c) Based on th® audit procedures performed that have been considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the representations under
sub-clause (i) and (ii) of Rule 11 (e), as provided under {a} and (b) above, contain any material misstatement.

v. The Company has not declared or paid any dividend during the year and has not proposed final dividend for the
year.

vi. Based on our examination, which included test checks, the Company has used accounting software for
maintaining its books of account for the financial year ended 31 March 2025 which have the feature of recording
audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in
the software except that: (a) audit trail feature is not enabled for certain changes made using privileged/
administrative access rights, and (b) the feature of recording audit trail (edit log) facility was not enabled at the
database level to log any direct data changes {Refer Note 48{p) to the standalone financial statements}
Consequently, we are unable to comment whether there were any instances of the audit trail feature being
tampered with.

Additionally, the audit trail that was enabled and operated forth® year ended 31 March 2024, has been preserved
by the Company as per the statutory requirements for record retention, as stated in Note 49(p) to the standalone
financial statements.

2. As required by the Companies (Auditor''s Report) Order, 2020 ("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.

For Deloitte Haskins & Sells LLP

Chartered Accountants
(Firm''s Registration No.

117366W/W-100018)

Pramod B. Shukla

Partner

Place: Gurugram (Membership No. 104337)

Date: 28 May, 2025 (UDIN: 25104337BMOYII4284)

We have audited the accompanying standalone financial statements of Federal-Mogul Goetze (India) Limited ("the Company"), which comprise the Standalone Balance Sheet as at 31 March 2024, and the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Cash Flows and the Standalone Statement of Changes in Equity for the year ended on that date, and notes to the standalone financial statements, including a summary of material accounting policies and other explanatory information.

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 Companies

Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2024, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing ("SAs") specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together

with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. 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.

Key Audit Matter

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matter described below to be the key audit matter to be communicated in our report.

Information Other than the Standalone Financial Statements and Auditor''s Report Thereon

• The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Director''s report including Annexures to Director''s report, but does not include the consolidated financial statements, standalone financial statements and our auditor''s report thereon.

• Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

• In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

• If, based on the work we have performed on the other information that

we obtained prior to the date of this auditor''s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of 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 Ind AS specified 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.

In preparing the standalone financial statements, management and Board of Directors is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Company''s Board of Directors are also responsible for overseeing the Company''s financial reporting process. Auditor''s Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of

internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(I) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating

effectiveness of such controls.

• Evaluate the appropriateness of

accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

• Conclude on the appropriateness of

management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal financial controls that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all

relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements 1. As required by Section 143(3) of the Act, based on our audit 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, except for not keeping backup on a daily basis of such books of account maintained in electronic mode in a server physically located in India (refer Note 49 (i) to the standalone financial statements) and not complying with the requirement of audit trail as stated in (i)(vi) below.

c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including Other Comprehensive income, the Standalone Statement of Cash Flows and Standalone Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31 March 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2024 from being appointed as a director in terms of Section 164(2) of the Act.

f) The modifications relating to the maintenance of accounts and other matters connected therewith, are as stated in paragraph (b) above.

g) With respect to the adequacy of the internal financial controls with reference to standalone financial statements 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 with reference to standalone financial statements.

h) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended,

in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

I) 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 - Refer note 13(ii) and 36 to the standalone financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses - Refer Note 49(n) to the standalone financial statements.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company- Refer Note 49(k) to the standalone financial statements.

iv. (a) The Ma nag ement ha s represented that, to the best of its knowledge and belief, as disclosed in the note 49(l) to the standalone financial statements no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on beh a l f o f th e U l ti m a te Beneficiaries.

(b) The Management has represented, that, to the best of its knowledge and belief, as disclosed in the note 49(m) to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on b eh a l f o f th e U l ti m a te Beneficiaries.

(c) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the

representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. The Company has not declared or paid any dividend during the year and has not proposed final dividend for the year.

vi. Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software except that: (a) audit trail feature is not enabled for certain changes made using privileged/administrative access rights, and (b) the feature of recording audit trail (edit log) facility was not enabled at the database level to log any direct data changes {refer note 49(p) to standalone financial statements}. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from 01 April 2023, reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended 31 March 2024.

2. As required by the Companies (Auditor''s Report) Order, 2020 ("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.

For Deloitte Haskins & Sells LLP

Chartered Accountants (Firm''s Registration No.

117366W/W-100018)

Pramod B. Shukla

Partner

(Membership No. 104337) (UDIN: 24104337BKFNNA5294)

Place: Gurugram

Date: 29^thMay, 2024

We have audited the accompanying standalone financial statements of Federal-Mogul Goetze (India) Limited ("the Company"), which comprise the Standalone Balance Sheet as at 31 March 2023, and the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Cash Flows and the Standalone Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

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 Companies Act, 2013 ("the Act") in the manner so

required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2023, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. 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.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matter described below to be the key audit matter to be communicated in our report.

• For cases represented by consultants or legal counsels, reviewed response obtained as above or through legal advice obtained by the management to ensure that the conclusions reached by the management are supported by sufficient legal rationale and adequate information is included for the management to determine the appropriate accounting treatment of such cases in the standalone financial statements;

• Involved relevant tax specialists, where necessary, to assess the Company''s interpretation and application of relevant tax laws to evaluate the appropriateness of key assumptions used and the reasonableness of estimates in relation to uncertain tax positions, taking into account past precedents.

• Evaluated the disclosures made relating to provisions and contingent liabilities for their appropriateness.

Information Other than the Standalone Financial Statements and Auditor''s Report Thereon

• The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Director''s report including Annexures to Director''s report, but does not include the consolidated financial statements, standalone financial statements and our auditor''s report thereon.

• Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

• In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

• If, based on the work we have performed on the other information that we obtained prior to the date of this auditor''s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management

and Those Charged with

Governance for the Standalone

Financial Statements

The Company''s Board of Directors is

responsible for the matters stated in section 134(5) of 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 loss, cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. 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 statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has

no realistic alternative but to do so.

The Company''s Board of Directors are also responsible for overseeing the Company''s financial reporting process. Auditor''s Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting

from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(I) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably

knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matter

The comparative financial information of the Company as at and for the year ended 31 March 2022 prepared in accordance with Ind AS included in the standalone financial statements have been audited by the predecessor auditor. The report of the predecessor auditor on these comparative financial information dated 20 May 2022 expressed an unmodified opinion.

Our opinion on the standalone financial statements is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the

Act, based on our audit, 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, except for keeping backup on daily basis of such books of account maintained in electronic mode, in a server physically located in India [refer Note 49 (i) to the standalone financial statements].

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Cash Flows 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 Ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31 March 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2023 from being appointed as a director in terms of Section 164(2) of the Act.

f) The observation relating to the maintenance of accounts and other matters connected therewith, are as stated in paragraph (b) above.

g) With respect to the adequacy of the internal financial controls with reference to standalone financial statements 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 with reference to standalone financial statements.

h) With respect to the other matters to be included in the Auditor''s Report in

accordance with the requirements of section 197(16) of the Act, as amended,

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

i) 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

- Refer Note 36 to the standalone financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses - Refer Note 49(n) to the standalone financial statements.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company

- Refer Note 49(k) to the standalone financial statements.

iv. (a) The Management has

represented that, to the best of it''s knowledge and belief, as disclosed in the note 49(l) to the standalone financial statements no fun ds have been

advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by

the Company to or in any oth er person ( s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented, that, to the best of it''s knowledge and belief, as disclosed in the note 49(m) to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on the audit procedures performed that have been considered r e a s o n a b l e a n d appropria te in th e circumstances, nothing has

come to our notice that has caused us to believe that the representations under subclause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. The Company has not declared or paid any dividend during the year and has not proposed final dividend for the year and hence, reporting under Rule 11(f) is not applicable for the year.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company w.e.f. 1 April 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended 31 March 2023.

2. As required by the Companies (Auditor''s Report) Order, 2020 ("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.

For Deloitte Haskins & Sells LLP

Chartered Accountants

(Firm''s Registration No.

117366W/W-100018)

Pramod B. Shukla

Partner

(Membership No. 104337) (UDIN: 23104337BGYEZF3561)

Place: Gurugram

Date: 22^ndMay, 2023

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of Federal-Mogul Goetze (India) Limited (“the Company”), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and 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

2. 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 state of affairs (financial position), profit or loss (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’) specified 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

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

4. 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.

5. 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 standalone financial statements are free from material misstatement.

6. 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 controls 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 a udit also inc l ude s evalua ting 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.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on these standalone financial statements. Opinion

8. 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 including Ind AS specified under Section 133 of the Act, of the state of affairs (financial position) of the Company as at 31 March 2018, and its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Other matter paragraph

9. The Company had prepared separate sets of statutory financial statements for the year ended 31 March 2017 and 31 March 2016 in accordance with Accounting Standards prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended) on which we issued auditor’s reports to the shareholders of the Company dated 19May 2017 and 13 May 2016, respectively. These financial statements have been adjusted for the differences in the accounting principles adopted by the Company on transition to Ind AS, which have also been audited by us. Our opinion is not modified in respect of this matter

Report on Other Legal and Regulatory Requirements

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

11. Further to our comments in Annexure I, as required by Section143(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 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 it appears from our examination of those books;

c. the standalone financial statements dealt with by this report are in agreement with the books of account;

d. in our opinion, the aforesaid standalone financial statements comply with Ind AS specified under Section 133 of the Act;

e. on the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section164(2) of the Act;

f. we have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as of 31 March 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 29 May 2018 as per annexure II expressed an unqualified opinion; and.

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, as detailed in Note 39 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position;

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

iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company; and

iv. the disclosure requirements relating to holdings as well as dealings in specified bank notes were applicable for the period from 8 November 2016 to 30 December 2016 which are not relevant to these standalone financial statements. Hence, reporting under this clause is not applicable.

Annexure I

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

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

(b) The Company has a regular program of physical verification of its fixed assets under which fixed assets are verified 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. No material discrepancies were noticed on such verification.

(c) The title deeds of all the immovable properties (which are included under the head ‘Property, plant and equipment’) are held in the name of the Company.

(ii) In our opinion, the management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies between physical inventory and book records were noticed on physical verification.

(iii) The Company has not granted any l oa n , secu red or u n secu red to companies, firms, Limited Liability Partnerships (LLPs) or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of clauses 3(iii)(a), 3(iii)(b) and 3(iii)(c) of the Order are not applicable.

(iv) In our opinion the, Company has complied with the provisions of sections 185 and 186 of the Act in respect of loans, investments, guarantees, and security.

(v) In our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under clause Section 148 of the Act in respect of Company’s products and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii)(a) The Company is regular in depositing undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, to the appropriate authorities. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they become payable.

(b) The dues outstanding in respect of income-tax, sales-tax, service tax, duty of customs, duty of excise and value added tax on account of any dispute, are as follows:

Statement of Disputed Dues

(viii) The Company has not defaulted in repayment of loans or borrowings to any bank or financial institution or government during the year. The Company did not have any outstanding debentures during the year.

(ix) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments) and in our opinion, the term loans were applied for the purposes for which the loans were obtained.

(x) No fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit.

(xi) The Company has provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act 2013.

(xii) In our opinion, the Company is not a chit fund or a Nidhi/ mutual benefit fund/ society. Accordingly, the provisions of clause 3(xii) of the Order are not applicable.

(xiii) In our opinion all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable, and the requisite details have been disclosed in the standalone financial statements etc., as required by the applicable IND AS.

(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures.

(xv) In our opinion, the Company has not entered into any non-cash transactions with the directors or persons connected with them covered under section 192 of the Act.

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

Independent Auditor’s Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act’)

1.In conjunction with our audit of the standalone financial statements of Federal Mogul (Goetze) India Limited (‘the Company”) as of and for the year ended 31 March 2018, we have audited the internal financial controls over financial reporting (IFCoFR) of the Company as at that date. Management’s Responsibility for Internal Financial Controls

2. The Company’s Board of Directors is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of the Company’s business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on the Company’s IFCoFR based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India (‘ICAI’) and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of IFCoFR, and the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (‘the Guidance Note’) issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate IFCoFR were established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the IFCoFR and their operating effectiveness. Our audit of IFCoFR includes obtaining an understanding of IFCoFR, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s IFCoFR.

Meaning of Internal Financial Controls over Financial Reporting

6. A company’s IFCoFR is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s IFCoFR include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

7. Because of the inherent limitations of IFCoFR, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the IFCoFR to future periods are subject to the risk that the IFCoFR may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting and such controls were operating effectively as at 31 March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm’s Registration No.: 001076N/N500013

per Anamitra Das

Partner

Membership No.:062191

Place: Gurugram

Date:29th May 2018

To the Members of Federal-Mogul

Goetze (India) Limited

Report on the Standalone Financial

Statements

1. We have audited the accompanying standalone financial statements of Federal-Mogul Goetze(India) Limited("the

Company"), which comprise the Balance Sheet as at 31 March 2017, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended and the summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

2. 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 (as amended). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act; safeguarding the assets of the Company; 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

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

4. 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 there under.

5. 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 standalone financial statements are free from material misstatement.

6. 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 controls 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.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on these standalone financial statements. Opinion

8. 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 31 March 2017, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

10. Further to our comments in Annexure I, as required by Section143(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 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 it appears from our examination of those books;

c. the standalone financial statements 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 specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended);

e. on the basis of the written representations received from the directors as on 31 March 2017 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2017 from being appointed as a director in terms of Section164(2) of the Act;

f. we have also audited the internal financial controls over financial reporting (IFCOFR) of the Company as of 31 March 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 19 May 2017 as per annexure II expressed an unqualified opinion; and.

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, as detailed in Note 33 to the standalone financial statements, has disclosed the impact of pending litigations on its standalone financial position;

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

iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. the Company, as detailed in Note 48 to the standalone financial statements, has made requisite disclosures in these standalone financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016. Based on the audit procedures performed and taking into consideration the information and explanations given to us, in our opinion, these are in accordance with the books of account maintained by the company.

Annexure I

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

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

(b) The Company has a regular program of physical verification of its fixed assets under which fixed assets are verified in a phase 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. In accordance with this program, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification.

(c) The title deeds of all the immovable properties (which are included under the head ''fixed assets'') are held in the name of the Company.

(ii) In our opinion, the management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies between physical inventory and book records were noticed on physical verification.

(iii) The Company has not granted any loan, secured or unsecured to companies, firms, Limited Liability Partnerships (LLPs) or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of clauses 3(iii)(a), 3(iii)(b) and 3(iii)(c) of the Order are not applicable.

(iv) In our opinion the, Company has complied with the provisions of sections 185 and 186 of the Act in respect of loans, investments, guarantees, and security.

(v) In our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central

Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of Company''s products and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii)(a) The Company is regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, to the appropriate authorities. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they become payable.

(b) The dues outstanding in respect of income-tax, sales-tax, service tax, duty of customs, duty of excise and value added tax on account of any dispute, are as follows:

Statement of Disputed Dues

(viii) The Company has not defaulted in repayment of loans or borrowings to any bank during the year. The Company did not have any outstanding dues to government or financial institutions or outstanding debentures during the year.

(ix) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments). In our opinion, the term loans were applied for the purposes for which the loans were obtained.

(x) No fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit.

(xi) Managerial remuneration has been paid and provided by the Company in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.

(xii) In our opinion, the Company is not a Nidhi company. Accordingly, provisions of clause 3(xii) of the Order are not applicable.

(xiii) In our opinion all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable, and the requisite details 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.

(xv) In our opinion, the Company has not entered into any non-cash transactions with the directors or persons connected with them covered under Section 192 of the Act.

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

Independent Auditor''s report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

1. In conjunction with our audit of the standalone financial statements of the Federal-Mogul Goetze (India) Limited("the Company") as of and for the year ended 31 March 201 7, we have audited the internal financial controls over financial reporting (IFCOFR) of the company as of that date.

Management''s Responsibility for Internal Financial Controls

2. The Company''s Board of Directors is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of the company''s business, including adherence to the company''s policies, the safeguarding of the its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act. Auditors'' Responsibility

3. Our responsibility is to express an opinion on the Company''s IFCOFR based on our audit. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India(ICAI) and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of IFCOFR and the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note"), issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate IFCOFR were established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the IFCOFR and their operating effectiveness. Our audit of IFCOFR included obtaining an understanding of IFCOFR, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the IFCOFR.

Meaning of Internal Financial Controls over Financial Reporting

6. A company''s IFCOFR is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s IFCOFR includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

7. Because of the inherent limitations of IFCOFR, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the IFCOFR to future periods are subject to the risk that the IFCOFR may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm''s Registration No.: 001076N/N500013

per Anamitra Das

Partner

Membership No.:062191

Place: Gurugram

Date:19^th May 2017

To the Members of Federal-Mogul Goetze (India) Limited Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of Federal-Mogul Goetze (India) Limited ("the Company"), which comprise the Balance Sheet as at 31 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

2. 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 (as amended). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act; safeguarding the assets of the Company; 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

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

4. 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 there under.

5. 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 standalone financial statements are free from material misstatement.

6. 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 controls 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.

7. 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

8. 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 31 March 2016, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

10. As required by Section143(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 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 it appears from our examination of those books;

c. the standalone financial statements 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 specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended);

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

f. we have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as of 31 March 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date and our report dated 13 May 2016 as per annexure B expressing our unmodified opinion on adequacy and operating effectiveness of the 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. as detailed in Note 33 to the standalone financial statements, the Company has disclosed the impact of pending litigations on its standalone financial position;

ii. the Company did not have any longterm contracts including derivative contracts for which there were any material foreseeable losses;

iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure A

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

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

(b) The Company has a regular program of physical verification of its fixed assets under which fixed assets are verified 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. No material discrepancies were noticed on such verification.

(c) The title deeds of all the immovable properties are held in the name of the Company.

(ii) The management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies between physical inventory and book records were noticed on physical verification.

(iii) The Company has not granted any loan, secured or unsecured to companies, firms, Limited Liability Partnerships (LLPs) or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of clauses 3(iii)(a), 3(iii)(b) and 3 (i i i) ( c) of the Order are not applicable.

(iv) In our opinion the, Company has complied with the provisions of sections 185 and 186 of the Act in respect of loans, investments, guarantees, and security.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of Company''s products/services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) Undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have generally been regularly deposited to the appropriate authorities, though there has been a slight delay in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.

(b) The dues outstanding in respect of income-tax, sales-tax, service-tax, duty of customs, duty of exciseand value added tax on account of any dispute, are as follows:

(viii) The Company has not defaulted in repayment of loans or borrowings to any bank or financial institution or government during the year. The Company did not have any outstanding debentures during the year.

(ix) In our opinion, the Company has applied moneys raised by way of the term loans for the purposes for which these were raised. The Company did not raise moneys by way of initial public offer/ further public offer (including debt instruments)..

(x) No fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit.

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

(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, clause 3(xii) of the Order is not applicable.

(xiii) In our opinion all transactions with the related parties are in compliance with sections 177 and 188 of Act, where applicable, and the requisite details 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.

(xv) The Company has not entered into any non-cash transactions with directors or persons connected with them.

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

Annexure B Independent Auditor''s report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

1. In conjunction with our audit of the standalone financial statements of Federal-Mogul (Goetze) India ("the Company") as of and for the year ended 31 March 2016, we have audited the internal financial controls over financial reporting (IFCoFR) of the Company of as of that date. Management''s Responsibility for Internal Financial Controls

2. The Company''s Board of Directors is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of the Company''s business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act. Auditors'' Responsibility

3. Our responsibility is to express an opinion on the Company''s IFCoFR based on our audit. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India (ICAI) and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of IFCoFR, and the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate IFCoFR were established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the IFCoFR and their operating effectiveness. Our audit of IFCoFR included obtaining an understanding of IFCoFR, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s IFCoFR.

Meaning of Internal Financial Controls over Financial Reporting

6. A Company''s IFCoFR is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company''s IFCoFR includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2)provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company''s assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls over Financial Reporting

7. Because of the inherent limitations of IFCoFR, including the possibility of collusion or improper management override of controls, material mis statements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the IFCoFR to future periods are subject to the risk that IFCoFR may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Walker Chandiok & Co LLP

(Formerly Walker, Chandiok & Co)

Chartered Accountants

Firm''s Registration No.: 001076N/N500013

per Anamitra Das

Partner

Membership No.:062191

Place: Gurgaon

Date:13^h May 2016

1. We have audited the accompanying financial statements of Federal-Mogul Goetze (India) Limited, ("the Company"), which comprise the Balance Sheet as at 31 March 2015, and the Statement of Profit and Loss and Cash Flow Statement for the period 1 January 2014 to 31 March 2015, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the

Financial Statements

2. 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 the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. 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

3. 3. 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.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' 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 Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us,

the 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:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2015.

ii) in the case of Statement of Profit and Loss, of the profit for the period 1 January 2014 to 31 March 2015; and

iii) in the case of the Cash Flow Statement, of the cash flows for the period 1 January 2014 to 31 March 2015

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

8. 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 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 financial statements dealt with by this report are in agreement with the books of account.

d. in our opinion, the financial statements comply with the Accounting Standards notified under Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013 ; and

e. on the basis of written representations received from the directors as on 31 March 2015 under section 164(2) of the Companies Act, 2013 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015, from being appointed as a director in terms of section 164(2) of the Companies Act, 2013, provisions of which are consistent with clause (g) of sub-section (1) of section 274 of the Act.

Other Matter

9. The Ministry of Corporate Affairs (''MCA'') had on 1 April 2014, vide its General Circular No. 07/2014, ''Dissemination of information with regards to the provisions of the Companies Act, 2013 as notified till date vis-a-vis corresponding provisions of the Companies Act, 1956'', identified such sections of the Act that would cease/ continue to have effect from 1 April 2014. Accordingly, in terms of the aforesaid Circular, our

reporting in respect of clauses (iii), (v)(a) and (b), (vi), (viii), (xiv), (xviii) of the Companies (Auditor''s Report) Order, 2003 (dealing with sections 49, 58A, 58AA, 209(1 )(d) and 301 of the Act) is only for the period beginning from 1 January 2014 till 31 March 2014 since as per the aforementioned MCA Circular these sections have ceased to have effect from 1 April 2014.

Annexure to the Independent Auditors'' Report of even date to the members of Federal-Mogul Goetze (India) Limited, on the financial statements for the period 1 January 2014 to 31 March 2015 Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

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

(b) All fixed assets have not been physically verified by the management during the period, however, there is a regular program of verification once in three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) In our opinion, a substantial part of fixed assets has not been disposed off during the period.

(ii) (a) The management has conducted physical verification of invent -ory at reasonable intervals during the period except goods in transit.

(b) 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) The Company is maintaining proper records of inventory and no material discrepancies between physical inventory and book records were noticed on physical verification.

(iii) (a) The Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clauses 4(iii)(b) to 4(iii) (d) of the Order are not applicable.

(e) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clauses 4(iii)(f) and 4(iii)(g) of the Order are not applicable.

(iv) In our opinion, 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, no major weakness has been noticed in the internal control system in respect of these areas.

(v) (a) The Company has not entered into any contracts or arrangements referred to in Section 301 of the Act.

Accordingly, the provisions of clause 4(v) of the Order are not applicable.

(vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

(vii) In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act in respect of Company''s products and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix)(a) 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, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities, though there has been a slight delay in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year- end for a period of more than six months from the date they became payable.

(b) The dues outstanding in respect of income-tax, sales-tax, wealth tax, service tax, custom duty, excise duty, cess on account of any dispute, are as follows:

Name of the Nature of dues Amount Amount statute (Rs. Paid Under Lacs) Protest (Rs in lacs)

The Central Excise Act,1944 Trade discount 33.74 The Central Excise Act,1944 Excise duty on turnover discount 42.71

The Central Excise Excise duty on turnover 189.48 Act, 1944 discount The Central Excise Act,1944 Cenvat credit availed twice 5.04

The Central Excise Act,1944 Demand on removal of non- saleable stock removed from RG-1 8.57

The Central Excise Act,1944 Excise duty on capital goods 3.19

The Central Excise Act, 1944 Classification of Light metal cylinder casting 6.97

The Central Excise Act,1944 Demand on sale of various types of scrap 3.33

The Central Excise Act,1944 Demand in respect of Modvat credits on input and Capital goods 2.54

The Central Excise Act,1944 Demand in respect of Modvat credits on input and Capital goods 1.76

The Central Excise Act,1944 Interest on reversal of Special addition duty 14.02

The Central Excise Act,1944 Conversion of aluminum scrap into ingots from Colts department 15.14 -

The Central Excise Act,1944 Input tax credit on various expenses 16.61 -

The Central Excise Act,1944 Input tax credit on various expenses 62.41 -

The Central Excise Act,1944 Input tax credit on various expenses 695.23 -

The Central Excise Act,1944 Input tax credit on various expenses 153.84 -

The Central Excise Act,1944 Disallowance of service tax credit on various services 96.11 -

The Central Excise Act,1944 Disallowance of service tax credit on various services 19.18 -

The Central Excise Act,1944 Availment of Cenvat on Job work charges 152.21 -

The Central Excise Act,1944 Disallowance of service tax credit on various services 16.79 -

Karnataka VAT Act, 2003 Difference in VAT rates (classification issue) 97 140.81

Karnataka VAT Act, 2003 Difference in VAT rates (classification issue) 278.51 55

Income tax Act, 1961 Disallowance of expenditure in relation to exempt income 3.05 -

Income tax Act, 1961 Disallowance of expenditure in relation to exempt income 8.59 -

Income tax Act, 1961 Interest free loan to subsidiary 72.68 -

Income tax Act, 1961 Disallowance of development expenditure treated as capital in nature 68.45 -

Income tax Act, 1961 Disallowance of certain expenses 158.01 -

Income tax Act, 1961 Loss in relation to diminution in value of shares disallowed 12.39 -

Income tax Act, 1961 Brought forward losses of the amalgamating company denied 5,674.45 -

Income tax Act, 1961 Disallowance for amalgamating expenses 0.69 -

Income tax Act, 1961 Provision for expenses disallowed 85.17 -

Income tax Act, 1961 Disallowance of proportionate royalty expense 39.52 -

Income tax Act, 1961 Distribution of gift coupons to shareholders at AGM 16.54 -

Income tax Act, 1961 Disallowance of exemption on dividend 66.55 -

Income tax Act, 1961 Addition of revaluation reserves to book profits 16.71 -

Income tax Act, 1961 Apportionment of common administrative costs 1.52 -

Income tax Act, 1961 Disallowance of lease rent expenses 345.8 -

Income tax Act, 1961 Applicability of interest u/s 234D 0.51 -

Income tax Act, 1961 Disallowance of expenditure in relation to exempt income 21.21 -

Income tax Act, 1961 Addition to revaluation reserves to book profits 17.65 -

Income tax Act, 1961 Loss in relation to diminution in value of shares disallowed 19.23 -

UP VAT Difference in VAT rates (classification issue) 82.78 10.291

Karnataka VAT Entry tax on import of capital goods 410 216

The Central Excise Act,1944 Denial of Cenvat credit of excise duty/ service tax paid on common inputs/ services, 393.78 -

The Central Excise Act,1944 CENVAT credit taken in respect of the said inputs or capital goods 5.81 - Name of the statute Period to Forum where dispute is which the Pending amount relates The Central Excise Act,1944 2000 - 2004 Joint Commissioner of Central Excise, Bengaluru

The Central Excise Act,1944 2000 - 2003 Central Excise and Service Tax Appellate Tribunal Chenna

The Central Excise Act,1944 2001 - 2006 Central Excise and Service Tax Appellate Tribunal.

The Central Excise Act,1944 2005-2007 Central Excise and Service Tax Appellate T ribunal.

The Central Excise Act,1944 July 2005 to Commissioner - Central Excise December 2005

The Central Excise Act,1944 2010- 2011 Assistant Commissioner (Central Excise), Bhiwadi, Rajasthan

The Central Excise Act,1944 1998-99 Joint Commissioner of Central Excise.

The Central Excise Act,1944 2001 -02 Additional Commissioner

The Central Excise Act,1944 1995- 96, Joint Commissioner of Central 2003-2004 Excise, Patiala Punjab

The Central Excise Act,1944 1997- 99 Assistant Commissioner

The Central Excise Act,1944 2000-02 Central Excise & Service Tax Appellate Tribunal, Chandigarh

The Central Excise Act,1944 2000-2001 Hon''ble Supreme Court

The Central Excise Act,1944 2009-10 Joint Commissioner, Jaipur

The Central Excise Act,1944 2008-11 Assistant Commissioner, Bhiwadi, Rajasthan

The Central Excise Act,1944 2008-11 Central Excise and Service Tax Appellate Tribunal, Bengaluru

The Central Excise Act,1944 2011 Commissioner & Commissioner Appeal

The Central Excise Act,1944 2005- 11 Joint Commissioner of Central Excise, Patiala, Punjab

The Central Excise Act,1944 2006- 07 Central Excise and Service Tax Appellate Tribunal, Chandigarh

The Central Excise Act,1944 2011 Commissioner Central Excise, Bengaluru

The Central Excise Act,1944 2011- 12 Hon''ble High Court of Karnataka

Karnataka VAT Act, 2003 1996- 97 to Hon''ble High Court of 2001 -02 Karnataka

Karnataka VAT Act, 2003 2005-06 Hon''ble High Court of Karnataka

Income tax Act, 1961 2000-01 Hon''ble Supreme, Delhi

Income tax Act, 1961 2001 -02 Commissioner Income Tax (Appeals)

Income tax Act, 1961 2007- 08 Income tax appellate tribunal

Income tax Act, 1961 2001 -02 Commissioner Income Tax (Appeals)

Income tax Act, 1961 2002-03 Income Tax Appellate Tribunal

Income tax Act, 1961 2001 -02 Commissioner Income Tax (Appeals)

Income tax Act, 1961 2002-03 Income Tax Appellate Tribunal

Income tax Act, 1961 2002-03 Income Tax Appellate Tribunal

Income tax Act, 1961 1997- 98 Hon''ble High Court, Delhi

Income tax Act, 1961 2005-06 Income Tax Officer

Income tax Act, 1961 1995-96 & Hon''ble High Court, Delhi 1996-97

Income tax Act, 1961 1998- 99 Hon''ble Supreme Court

Income tax Act, 1961 1998- 99 Hon''ble Supreme Court

Income tax Act, 1961 1997-98 Hon''ble High Court, Delhi

Income tax Act, 1961 1997-98 Hon''ble High Court, Delhi

Income tax Act, 1961 2000-01 Hon''ble Supreme Court, Delhi

Income tax Act, 1961 1999- 00 Hon''ble Supreme Court

Income tax Act, 1961 1999-00 Hon''ble Supreme Court

Income tax Act, 1961 2004-05 Income Tax Officer

UP VAT 2007-08 Commissioner UP

Karnataka VAT 2007- 11 Assistant Commissioner of Commercial Taxes, Audit Bangalore,

The Central excise Act 1944 2012- 13 Commissioner & Commissioner Appeal

The Central excise Act 1944 2008- 2011 Commissioner of Central Excise

Name of the Nature of dues Amount Amount statute (Rs. Paid Under Lacs) Protest (Rs in lacs)

The Central Excise Act,1944 Denial of Cenvat credit of excise duty/ service tax paid on common inputs/ input services, 472.94 -

The Central Excise Act,1944 Payment of service tax under GTA on inwards/ outwards freight 13.81 -

The Central Excise Act,1944 Payment of service tax under GTA on inwards/ outwards freight 18.13 -

The Central Excise Act,1944 Service tax credit on security & advertising services 10.70 -

Delhi VAT Act 2004 VAT on sale of Fixed assets payable 613.93 -

Delhi VAT Act 2004 Non submission of C form and F forms 73.44 -

Bihar VAT Act 2005 non submission of Sales Invoices & Form F 25.66 16.5

MVAT Act 2002 F-Form disallowed 9.2 -

West Bengal VAT Act 2003 Disallowance of sales return 1.76 -

West Bengal VAT Act 2003 Disallowance of pre-fitment warranty materials 1.18 -

West Bengal VAT Act 2003 Disallowance of F form 1.87 -

West Bengal VAT Act 2003 Dispute in sales of gross turnover & stock transfer 1.56 -

The Central Excise Act ,1944 Input tax credit on various expenses 86.44 25

The Central Excise Act, 1944 Input tax credit on various expenses 113.70 -

Income tax Act, 1961 Disallowance of expenditure in relation to exempt income 1.99 -

Wealth tax act, 1957 Disallowance of debt relating to taxable wealth 3.9 -

Income tax Act, 1961 Disallowance of expenditure in relation to exempt income 3.56 -

Income tax Act, 1961 Interest free loan to subsidiary 70.68 -

Income tax Act, 1961 Disallowance of prior period expenses 14.45 -

Income tax Act, 1961 Disallowance of proportionate royalty expense 73.29 -

Income tax Act, 1961 Disallowance of club expenses 1.63 -

Income tax Act, 1961 Default notices on account of short deduction/ short payment of tax deduction at Source 19.06 -

Karnataka VAT Act, 2003 Sale made on concessional form. 1.36 1.38

Karnataka VAT Act, 2003 Sales tax demand for the assessment year 2014-15 293 -

Rajasthan VAT Act 2003 Non submission of statutory form on the concessional sale 2.15 -

Rajasthan VAT Act 2003 Non submission of statutory form on the concessional sale. 0.03 -

Rajasthan VAT Act 2003 Sale tax demand on forms 306 -

The Central Excise Act, 1944 VAT demand on the stock transfer - not allowed and tax on the stock transfer 32.11 -

The Central Excise Act, 1944 Demand issued for non - submission of stock transfer forms in the audit. 30.19 -

The Central Excise Act, 1944 Service tax credit disallowed on the health service 134.00 -

Income tax Act, 1961 Disallowance if expenditure in relation to exempt income. 1.77 -

Income tax Act, 1961 Amount of proportionate royalty disallowed. 83.68 -

Income tax Act, 1961 Dis-allowance of club expenses. 1.79 -

Income tax Act, 1961 Management fee disallowed. 199.5 -

Income tax Act, 1961 Advances written of disallowed. 17.85 -

The Central Excise Act, 1944 Reversal of credit obtained on LPG 0.97 -

The Central Excise Act, 1944 Dis-allowance of service tax credit 349.17 -

The Central Excise Act, 1944 Service tax credit disallowed. 294.00 -

The Central Excise Act, 1944 Payment of Service tax on PF & ESI contribution by FMGIL 4.54 -

The Central Excise Act, 1944 Service tax not paid on royalty 670.21 -

The Central Excise Act, 1944 Input credit on Job work Invoice issued by FMTPR 0.84 -

The Central Excise Act, 1944 Disallowance of service tax credit. 611.96 -

Name of the statute Period to Forum where dispute is which the Pending amount relates

The Central Excise Act,1944 2012-13 Commissioner & Commissioner Appeal

The Central Excise Act,1944 2009-12 Commissioner(Appeals)

The Central Excise Act,1944 2012-13 Joint Commissioner (Appeals)

The Central Excise Act,1944 2011-13 Joint Commissioner (Appeals)

Delhi VAT Act 2004 2007-08 Delhi - Commissioner

Delhi VAT Act 2004 2008-09 Delhi - Commissioner

Bihar VAT Act 2005 2005-06 Deputy Commissioner, Patna

MVAT Act 2002 2000-01 Sales tax Pune

West Bengal VAT Act 2003 2006-07 Assistant Commissioner (Kolkata)

West Bengal VAT Act 2003 2006-07 Assistant Commissioner (Kolkata)

West Bengal VAT Act 2003 2004-05 Assistant Commissioner (Kolkata)

West Bengal VAT Act 2003 2001-02 Assistant Commissioner (Kolkata)

The Central Excise Act,1944 2006-07 Custom Excise & Service Tax Appellate Tribunal

The Central Excise Act,1944 May 2005 to July 2005 Custom Excise & Service Tax Appellate Tribunal Income tax Act, 1961 2004-2005 Income Tax Officer

Wealth tax act, 1957 2006-07 Commissioner Income Tax (Appeals)

Income tax Act, 1961 2006-07 Income Tax Appellate Tribunal

Income tax Act, 1961 2008-09 Commissioner Income Tax (Appeals)

Income tax Act, 1961 2008-09 Commissioner Income Tax (Appeals)

Income tax Act, 1961 2008-09 Commissioner Income Tax (Appeals)

Income tax Act, 1961 2008-09 Commissioner Income Tax (Appeals)

Income tax Act, 1961 2009-10 to Income tax Officer 2015-16

Karnataka VAT Act, 2003 2007-08 Assistant Commissioner, Bangalore

Karnataka VAT Act, 2003 2014-15 Deputy Commissioner of Commercial Taxes

Rajasthan VAT Act 2003 2008-09 Assistant commissioner, Bhiwadi

Rajasthan VAT Act 2003 2009-10 Commercial Tax Officer, Bhiwadi

Rajasthan VAT Act 2003 2012-13 Assistant Commissioner, Bhiwadi

The Central Excise Act,1944 2012-13 Commissioner, Uttar Pradesh

The Central Excise Act,1944 2008-09 Pune,-Deputy Commissioner,

The Central Excise Act,1944 2006-11 Commissioner

Income tax Act, 1961 2010-11 Commissioner of Income Tax Appeals

Income tax Act, 1961 2010-11 Commissioner of Income Tax Appeals

Income tax Act, 1961 2010-11 Commissioner of Income Tax Appeals

Income tax Act, 1961 2011-12 Dispute Resolution Panel

Income tax Act, 1961 2011-12 Dispute Resolution Panel

The Central Excise Act,1944 2014.15 Commissioner of Central Excise

The Central Excise Act,1944 Aug 2013 Commissioner of Central to July 2014 Excise

The Central Excise Act,1944 2012-13 Commissioner

The Central Excise Act,1944 2012-13 Deputy. Commissioner

The Central Excise Act,1944 2008-13 Commissioner Service Tax

The Central Excise Act,1944 July 2011 Assistant Commissioner of to Feb 2013 Central Excise

The Central Excise Act,1944 01.03.2005 Hon''ble High Court to 30.06.2008

(x) In our opinion, the Company has no accumulated losses at the end of the financial period and it has not incurred cash losses in the current and the immediately preceding financial year.

(xi) In our opinion, the Company has not defaulted in repayment of dues to any financial institution or a bank. The company does not have any outstanding debenture during the period.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly, provisions of clause 4(xiii) of the Order are not applicable.

(xiv) In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

(xv) The Company has not given any guarantees for loans taken by others from banks or financial institutions. Accordingly, the provisions of clause 4(xv) of the Order are not applicable.

(xvi) In our opinion, the Company has applied the term loans for the purpose for which these loans were obtained.

(xvii) In our opinion and based on an overall examination of the balance sheet of the Company, we report that the Company has utilized funds raised on short term basis through short term loans from bank and other current liabilities aggregating to Rs. 2,753 lacs for various long term purposes.

(xviii) During the period, the Company has not made any preferential allotment of shares to parties covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

(xix) The Company has neither issued nor had any outstanding debentures during the period. Accordingly, the provisions of clause 4(xix) of the Order are not applicable.

(xx) The Company has not raised any money by public issues during the period. Accordingly, the provisions of clause 4(xx) of the Order are not applicable.

(xxi) No fraud on or by the Company has been noticed or reported during the period covered by our audit.

For Walker Chandiok & Co LLP

(formerly Walker, Chandiok & Co) Chartered Accountants Firm Registration No.: 001076N

per Neeraj Sharma Partner Place: Gurgaon Membership Date: 22 May 2015 No.: 502103

1. We have audited the accompanying financial statements of Federal-Mogul Goetze (India) Limited, ("the Company"), which comprise the Balance Sheet as at 31 December 2013, and 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

2. 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 the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. 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

3. 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.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' 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 Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the 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:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 December 2013;

ii) in the case of Statement of Profit and Loss, of the profit for the year ended on that date; and

iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

8. 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 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 financial statements dealt with by this report are in agreement with the books of account;

d. in our opinion, the financial statements comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013 ; and

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

Annexure to the Independent Auditors'' Report of even date to the members of Federal-Mogul Goetze (India) Limited, on the financial statements for the year ended 31 December 2013

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

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

(b) The Company has a regular program of physical verification of its fixed assets under which fixed assets are verified in a phased manner over a period of -three year, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) In our opinion, a substantial part of fixed assets has not been disposed off during the year.

ii. (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) 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) The Company is maintaining proper records of inventory and no material discrepancies between physical inventory and book records were noticed on physical verification.

iii. (a) The Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clauses 4(iii)(b) to 4(iii) (d) of the Order are not applicable.

(b) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clauses 4(iii)(f) and 4(iii)(g) of the Order are not applicable.

iv. In our opinion, 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, no major weakness has been noticed in the internal control system in respect of these areas.

v. (a) The Company has not entered into any contracts or arrangements referred to in Section 301 of the Act. Accordingly, the provisions of clause 4(v) of the Order are not applicable.

vi. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

vii. In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

viii. We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act in respect of Company''s products and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

ix. a) 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, cess have not generally been regularly deposited with the appropriate authorities though the delays in deposit have not been significant. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they become payable:

Undisputed amounts payable in respect thereof, which were outstanding at the year-end for a period of more than six months from the date they became payable are as follows:

Name of Nature of Amount Period to Due Date Date of the statute the dues (Rs. in which the Payment lacs) amount relates

Finance Service tax on royalty, 361.26 October 2007 to Various Not yet Act, 1994 business auxiliary 31 December 2012 dates from paid (Service services, consultancy October Tax) services and manpower 2007 to 31 recruitment December agency''s services 2012

b) The dues outstanding in respect of income-tax, sales-tax, wealth tax, service tax, custom duty, excise duty, cess on account of any dispute, are as follows:

Name of the Nature of dues Amount Amount statute (Rs. Paid Under Lacs) Protest (Rs in lacs)

The Central Excise Act,1944 Trade discount 33.74

The Central Excise Act,1944 Excise duty on turnover discount 42.71

The Central Excise Act,1944 Excise duty on turnover discount 189.48

The Central Excise Act,1944 Convert credit availed twice 5.04

The Central Excise Act,1944 Demand on removal of non-saleable stock removed from RG-1 8.57

The Central Excise Act,1944 Excise duty on capital goods 3.19

The Central Excise Act,1944 Classification of Light metal cylinder casting 6.97

The Central Excise Act,1944 Demand on sale of various types of scrap 3.33

The Central Excise Act,1944 Demand in respect of Modvat credits on Input and Capital goods 4.38

The Central Excise Act,1944 Modvat credit on grinding wheels, stones, honing sticks 9.34

The Central Excise Act,1944 Interest on reversal of SAD 14.02

The Central Excise Act,1944 Conversion of Aluminum Scrap into Ingots from Colts department 15.14

Finance Act, 1994 (Service Tax) Input tax credit on various expenses 0.09

Finance Act, 1994 (Service Tax) Input tax credit on various expenses 79.02

Finance Act, 1994 (Service Tax) Input tax credit on various expenses 695.23

Finance Act, 1994 (Service Tax) Input tax credit on various expenses 153.84

Finance Act, 1994 (Service Tax) Disallowance of service tax credit on various services 96.11

Finance Act, 1994 (Service Tax) Disallowance of service tax credit on various services 19.18

Finance Act, 1994 (Service Tax) Service tax on royalty and technical know how 39.95

Finance Act, 1994 (Service Tax) Availment of Convert on Job work charges 152.21

Finance Act, 1994 (Service Tax) Disallowance of service tax credit on various services 76.54

Karnataka VAT Act, 2003 Difference in VAT rates (classification issue) 442.92 140.81

Karnataka VAT Act, 2003 Difference in VAT rates (classification issue) 278.51 55

Income tax Act, 1961 Disallowance of expenditure in relation to exempt income 3.05

Income tax Act, 1961 Disallowance of expenditure in relation to exempt income 8.59

Income tax Act, 1961 Interest free loan to subsidiary 72.68

Income tax Act, 1961 Disallowance of development expenditure treated as capital in nature 68.45

Income tax Act, 1961 Disallowance of development expenditure treated as capital in nature 11.61

Income tax Act, 1961 Disallowance of prior period expenses 8.02

Income tax Act, 1961 Disallowance of prior period expenses 57.57

Income tax Act, 1961 Depreciation not allowed on assets of inactive Vegetable Oil Division 10.17

Income tax Act, 1961 Depreciation not allowed on assets of inactive Vegetable Oil Division 9.53

Income tax Act, 1961 Loss in relation to diminution in value of shares disallowed 12.39

Income tax Act, 1961 Disallowance of Commission and brokerage expenses for facilitating loan funds 6.52

Income tax Act, 1961 Disallowance of Commission and brokerage expenses for facilitating loan funds 37.76

Income tax Act, 1961 Disallowance of loan processing fees paid to bank 33.99

Income tax Act, 1961 Disallowance of foreign exchange fluctuation loss 5.04

Income tax Act, 1961 Brought forward losses of the amalgamating company denied 5,674.45

Income tax Act, 1961 Disallowance of filing fees for increasing authorized share capital of the Company 2.21

Income tax Act, 1961 Disallowance for amalgamating expenses 0.69

Income tax Act, 1961 Provision for expenses disallowed 85.17

Income tax Act, 1961 Provision for expenses disallowed 57.64

Income tax Act, 1961 Disallowance of proportionate royalty expense 39.52

Income tax Act, 1961 Distribution of gift coupons to shareholders at AGM 16.54



Name of the Status Period to Forum where dispute is which the pending amount relates

The Central Excise Act,1944 2000 - 2004 Joint Commissioner of Central Excise, Bangalore

The Central Excise Act,1944 2000 - 2003 Central Excise and Service Tax Appellate Tribunal, Chennai

The Central Excise Act,1944 2001 - 2006 Central Excise and Service Tax Appellate Tribunal, Chandigarh

The Central Excise Act,1944 2005-2007 Central Excise and Service Tax Appellate Tribunal, Bengaluru

The Central Excise Act,1944 July 2005 to Central Excise and Service Tax Appellate December 2005 Tribunal, Bengaluru

The Central Excise Act,1944 2010-2011 Assistant Commissioner (Central Excise), Bhiwadi, Rajasthan

The Central Excise Act,1944 1998-1999 Joint Commissioner of Central Excise, Patiala Punjab

The Central Excise Act,1944 2001-2002 Joint Commissioner of Central Excise, Patiala Punjab

The Central Excise Act,1944 1995-96, 1997-98, 1995-1996, 1997-1998, Joint Commissioner of

The Central Excise Act,1944 2003-2004 Central Excise, Patiala Punjab

The Central Excise Act,1944 1987-1990 Honorable High Court of Punjab and Haryana

The Central Excise Act,1944 2000-2001 Central Excise & Service Tax Appellate Tribunal, Chandigarh

The Central Excise Act,1944 2000-2001 Honorable Supreme Court

Finance Act, 1994 (Service Tax) 2008-2009 Commissioner (Appeals), Jaipur, Rajasthan

Finance Act, 1994 (Service Tax) 2009-2010 to Assistant Commissioner, Bhiwadi, Rajasthan 2011-2012

Finance Act, 1994 (Service Tax) 2008-2011 Central Excise and Service Tax Appellate Tribunal, Bengaluru

Finance Act, 1994 (Service Tax) 2011 Commissioner of Central Excise, Bengaluru

Finance Act, 1994 (Service Tax) 2005-2011 Joint Commissioner of Central Excise, Patiala, Punjab

Finance Act, 1994 (Service Tax) 2006-2007 Central Excise and Service Tax Appellate Tribunal, Chandigarh

Finance Act, 1994 (Service Tax) 1999-2003, Joint Commissioner of Central Excise, Patiala, Punjab 2004-2005

Finance Act, 1994 (Service Tax) 2011 Commissioner Central Excise, Bengaluru

Finance Act, 1994 (Service Tax) 2011-2012 Honorable High Court of Karnataka

Karnataka VAT Act, 2003 1996-97 to Honorable High Court of Karnataka

2001-02

Karnataka VAT Act, 2003 2005-2006 Honorable High Court of Karnataka

Income tax Act, 1961 2000-2001 Honorable High Court, Delhi

Income tax Act, 1961 2001-2002 Commissioner Income Tax (Appeals)

Income tax Act, 1961 2007-2008 Income tax appellate tribunal

Income tax Act, 1961 2001-2002 Commissioner Income Tax (Appeals)

Income tax Act, 1961 2002-2003 Income Tax Appellate Tribunal

Income tax Act, 1961 2001-2002 Commissioner Income Tax (Appeals)

Income tax Act, 1961 2002-2003 Income Tax Appellate Tribunal

Income tax Act, 1961 2001-2002 Commissioner Income Tax (Appeals)

Income tax Act, 1961 2002-2003 Income Tax Appellate Tribunal

Income tax Act, 1961 2001-2002 Commissioner Income Tax (Appeals)

Income tax Act, 1961 2001-2002 Commissioner Income Tax (Appeals)

Income tax Act, 1961 2002-2003 Income Tax Appellate Tribunal

Income tax Act, 1961 2002-2003 Income Tax Appellate Tribunal

Income tax Act, 1961 2002-2003 Income Tax Appellate Tribunal

Income tax Act, 1961 2002-2003 Income Tax Appellate Tribunal

Income tax Act, 1961 2002-2003 Income Tax Appellate Tribunal

Income tax Act, 1961 2002-2003 Income Tax Appellate Tribunal

Income tax Act, 1961 1997-1998 Honorable High Court, Delhi

Income tax Act, 1961 2002-2003 Income Tax Appellate Tribunal

Income tax Act, 1961 2005-2006 Income Tax Appellate Tribunal

Income tax Act, 1961 1995-1996 & Honorable High Court, Delhi 1996-1997

Name of the Nature of dues Amount Amount statute (Rs. Paid Under Lacs) Protest (Rs in lacs)

Income tax Act, 1961 Disallowance of exemption on dividend 66.55

Income tax Act, 1961 Addition of Revaluation Reserves to book profits 16.71

Income tax Act, 1961 Apportionment of common administrative costs 1.52

Income tax Act, 1961 Disallowance of lease rent expenses 345.80

Income tax Act, 1961 Applicability of interest u/s 234D 0.51

Income tax Act, 1961 Disallowance of expenditure in relation to exempt income 21.21

Income tax Act, 1961 Addition to Revaluation Reserves to book profits 17.65

Income tax Act, 1961 Loss in relation to diminution in value of shares disallowed 19.23

2004-2005 Commissioner Income Tax (Appeals)

UP VAT Difference in VAT rates (classification issue) 82.78 10.291

Karnataka Tax on Entry of Goods Act, 1979 Entry tax on import of capital goods 147.67

Karnataka Tax on Entry of Goods Act, 1979 Entry tax on import of capital goods 116.52

Karnataka Tax on Entry of Goods Act, 1979 Entry tax on import of capital goods 118.00

Karnataka Tax on Entry of Goods Act, 1979 Entry tax on import of capital goods 40.76

Karnataka Tax on Entry of Goods Act, 1979 Entry tax on import of capital goods 48.38

Finance Act, 1994 (Service Tax) Denial of Cenvat credit of excise duty/ service tax paid on common inputs/ input services, 393.78

Finance Act, 1994 (Service Tax) CENVAT credit taken in respect of the said inputs or capital goods" 5.81

Finance Act, 1994 (Service Tax) Denial of Cenvat credit of excise duty/ service tax paid on common inputs/ input services, 472.94

Finance Act, 1994 (Service Tax) Payment of Service Tax under GTA on inwards/ Outwards freight 7.09

Finance Act, 1994 (Service Tax) Payment of Service Tax under GTA on inwards/ Outwards freight 13.81

Finance Act, 1994 (Service Tax) Payment of Service Tax under GTA on inwards/ Outwards freight 18.13

Finance Act, 1994 (Service Tax) Service tax credit on security & advertising services 6.42

VAT Cenvat credit of excess paid Service Tax on royalty 35.12

VAT Non submission of C- Forms 134.40

VAT VAT on Sale of FA payable 613.93

VAT Non submission of C form and F forms 73.44

VAT non submission of Sales Invoices & Form F 25.66 16.5

VAT F Form Disallowed 9.20

VAT Disallowance of sales return 1.76

VAT Disallowance of Pre- fitment warranty materials 1.18

VAT Disallowance of F form 1.87

VAT Dispute in sales of gross turnover & stock transfer 1.56

The Central Excise Act,1944 Demand in respect of Modvat credits on Input and Capital goods 1.76

Finance Act, 1994 (Service Tax) Input tax credit on various expenses 86.44 25

Finance Act, 1994 (Service Tax) Input tax credit on various expenses 113.70

Income tax Act, 1961 Disallowance of expenditure in relation to exempt income 1.99

Wealth tax act, 1957 Disallowance of debt relating to taxable wealth 3.90

Income tax Act, 1961 Default notices on account of short term deduction/ short payment of tax deduction at source 7.51

Income tax Act, 1961 Interest free loan to subsidiary 32.80

Income tax Act, 1961 Disallowance of expenditure in relation to exempt income 3.56

Income tax Act, 1961 Interest free loan to subsidiary 70.68

Income tax Act, 1961 Disallowance of prior period expenses 14.45

Income tax Act, 1961 Disallowance of proportionate royalty expense 73.29

Income tax Act, 1961 Disallowance of Club Expenses 1.63

Income tax Act, 1961 Default notices on account of short deduction/ short payment of tax deduction at Source 19.71

Next Appellate Auth. Sale made on concessional form. 1.36

Sales tax demand Non Submission of Statutory Form on the concessional sale 1.00

Sales tax demand Non Submission of Statutory Form on the concessional sale 2.14

Sales tax demand Non submission of Statutory Form on the concessional sale & Export Forms at the time of Assessment. 9.44

Sales tax demand Non - submission of Concessional form on the concessional sale at the time of audit. 339.10

Sales tax demand VAT Demand on the stock transfer - not allowed and tax on the stock transfer 32.11

Sales tax demand Demand issued for non - submission of Stock Transfer forms in the audit. 30.19

Service Tax Service tax credit disallowed on the health service 134.00

Name of the Status Period to Forum where dispute is which the pending amount relates

Income tax Act, 1961 1998-1999 Supreme Court

Income tax Act, 1961 1998-1999 Supreme Court

Income tax Act, 1961 1997-1998 Honorable High Court, Delhi

Income tax Act, 1961 1997-1998 Honorable High Court, Delhi

Income tax Act, 1961 2000-2001 Honorable High Court, Delhi

Income tax Act, 1961 1999-2000 Honorable High Court, Delhi

Income tax Act, 1961 1999-2000 Honorable High Court, Delhi

Income tax Act, 1961 2007-2008 Commissioner (Appeals), Ghaziabad

2004-2005 2006-2007 Honorable Supreme Court

UP VAT 2007-2008 Honorable Supreme Court

Karnataka Tax on Entry of Goods Act, 1979 2008-2009 Honorable Supreme Court

Karnataka Tax on Entry of Goods Act, 1979 2009-2010 Honorable Supreme Court

Karnataka Tax on Entry of Goods Act, 1979 2010-2011 Honorable Supreme Court

Karnataka Tax on Entry of Goods Act, 1979 2012-2013 Commissioner & Commissioner Appeal

Karnataka Tax on Entry of Goods Act, 1979 2012-2013 Commissioner of Central Excise

Finance Act, 1994 (Service Tax) 2012-2013 Commissioner & Commissioner Appeal

Finance Act, 1994 (Service Tax) 2012-2013 Commissioner (Appeals)

Finance Act, 1994 (Service Tax) 2009-2012 Commissioner(Appeals)

Finance Act, 1994 (Service Tax) 2012-2013 Joint Commissioner (Appeals)

Finance Act, 1994 (Service Tax) 2011-2013 Joint Commissioner (Appeals)

Finance Act, 1994 (Service Tax) 2012-2013 Additional Commissioner

VAT 2011-2012 Asstt. Commissioner, Bhiwadi

VAT 2007-2008 Delhi - Commissioner

VAT 2008-2009 Delhi - Commissioner

VAT 2005-2006 ITAT

VAT 2000-2001 ITAT

VAT 2006-2007 Commissioner(Appeals)

VAT 2006-2007 Commissioner(Appeals)

VAT 2004-2005 Commissioner(Appeals)

VAT 2001-2002 Commissioner(Appeals)

VAT 1997-1999 Asstt. Commissioner

The Central Excise Act,1944 2006-2007 Commissioner Appeals

The Central Excise Act,1944 May 2005 to CESTAT July 2005

Finance Act, 1994 (Service Tax) 2004-2005 Commissioner Income Tax (Appeals)

Finance Act, 1994 (Service Tax) 2006-2007 Commissioner Income Tax (Appeals)

Income tax Act, 1961 2006-2007 Commissioner Income Tax (Appeals)

Wealth tax act, 1957 2006-2007 Commissioner Income Tax (Appeals)

Income tax Act, 1961 2008-2009 Commissioner Income Tax (Appeals)

Income tax Act, 1961 2008-2009 Commissioner Income Tax (Appeals)

Income tax Act, 1961 2008-2009 Commissioner Income Tax (Appeals)

Income tax Act, 1961 2008-2009 Commissioner Income Tax (Appeals)

Income tax Act, 1961 2008-2009 Commissioner Income Tax (Appeals)

Income tax Act, 1961 2012-2013 Income tax Officer

Income tax Act, 1961 2007-2008 Asstt. Commissioner

Income tax Act, 1961 2007-2008 Asstt. commissioner, Bhiwadi

Next Appellate Auth. 2008-2009 Asstt. commissioner, Bhiwadi

Sales tax demand 2009-2010 Asstt. commissioner, Bhiwadi

Sales tax demand 2011-2012 Asstt. commissioner, Bhiwadi

Sales tax demand 2012-2013 Commissioner, UP

Sales tax demand 2008-2009 Pune, Dy Commissioner,

Service Tax 2006-2011 Commissioner

x. In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

xi. The Company has not defaulted in repayment of dues to any bank or financial institution during the year. The Company did not have any outstanding debentures during the year.

xii. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

xiii. In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly, provisions of clause 4(xiii) of the Order are not applicable.

xiv. In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

xv. The Company has not given any guarantees for loans taken by others from banks or financial institutions.

Accordingly, the provisions of clause 4(xv) of the Order are not applicable.

xvi. In our opinion, the Company has applied the term loans for the purpose for which these loans were obtained.

xvii. In our opinion, the Company has used funds raised on short-term basis 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 Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

xix. The Company has neither issued nor had any outstanding debentures during the year. Accordingly, the provisions of clause 4(xix) of the Order are not applicable.

xx. The Company has not raised any money by public issues during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable.

xxi. No fraud on or by the Company has been noticed or reported during the period covered by our audit.

For Walker, Chandiok & Co.

Chartered Accountants

Firm Registration No.: 001076N

per David Jones

Partner

Place : New Delhi Membership

Date : February 28, 2014 No.: 98113

1. We have audited the attached Balance Sheet of Federal-Mogul Goetze (India) Limited (''the Company''), as at 31 December 2012, and also the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto (collectively referred as the ''financial statements''). 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 required by the Companies (Auditor''s Report) Order, 2003 (''the Order'') (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 (''the Act'') , we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

4. As detailed in note 47 of the accompanying financial statements, the Company is pursuing a matter regarding certain discrepancies noted in availing sales tax benefits. The matter is currently pending with the appropriate authorities, management based on certain internal assessment has accrued a provision to an extent of Rs. 625.81 lacs (including estimated interest and penalties) to meet future tax obligations. Out of this provision, the Company has deposited Rs 398.03 lacs with the appropriate authorities during the year. However, the extent of exact future liabilities that may arise is presently not determinable. Accordingly, we are unable to comment upon the adequacy of provision recorded in this respect and the consequential impact of the outcome of the proceedings.

5. 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 financial statements dealt with by this report are in agreement with the books of account;

(d) On the basis of written representations received from the directors, as on 31 December 2012 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 December 2012 from being appointed as a director in terms of clause (g) of sub- section (1) of Section 274 of the Act;

(e) Subject to our comments in Para 4 above, in our opinion and to the best of our information and according to the explanations given to us, the financial statements dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act and 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, in the case of:

(i) the Balance Sheet, of the state of affairs of the Company as at 31 December 2012;

(ii) the Statement of Profit and Loss, of the loss for the year ended on that date; and

(iii) the Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure to the Auditors'' Report of even date to the members of Federal- Mogul Goetze (India) Limited, on the financial statements for the year ended 31 December 2012

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

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

(b) The Company has a regular program of physical verification of its fixed assets under which fixed assets are verified 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. No material discrepancies were noticed on such verification.

(c) In our opinion, a substantial part of fixed assets has not been disposed off during the year.

ii. (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) 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) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

iii. (a) The Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clauses 4(iii)(b) to 4(iii)(d) of the Order are not applicable.

(b) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clauses 4(iii)(f) and 4(iii)(g) of the Order are not applicable.

iv. In our opinion, 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, no major weakness has been noticed in the internal control system in respect of these areas.

v. (a) The Company has not entered into any contracts or arrangements referred to in Section 301 of the Act. Accordingly, the provisions of clause 4(v) of the Order are not applicable.

vi. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

vii. In our opinion, the Company has an internal audit system commensurate with its size 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 maintained. We have, however, not done a detailed examination of the cost records with a view to determine whether they are accurate or complete.

ix. a) 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, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities, except in case of Undisputed amounts payable in respect of Central Sales Tax, which is outstanding at the year-end for a period of more than six months from the date they became payable are as follows:

Name of Nature of Amount Period to Due Date Date of the statute the dues (Rs) which the Payment amount relates

Central Liability 236.78 FY 2005-06 to - - Sales Tax related lacs FY 2008-09 to CST

b) The dues outstanding in respect of sales-tax, income-tax, custom duty, wealth-tax, excise duty, cess on account of any dispute, are as follows:

Name of the Nature of dues Amount statute (Rs. Lacs) The Central Excise Act,1944 Trade discount 33.74

The Central Excise Act,1944 Excise duty on turnover discount 42.71

The Central Excise Act,1944 Excise duty on turnover discount 214.50

The Central Excise Act,1944 Cenvat credit availed twice 5.04

The Central Excise Act,1944 Demand on removal of non-saleable stock 8.57 removed from RG-1

The Central Excise Act,1944 Excise duty on capital goods 3.19

The Central Excise Act,1944 Classification of Light metal cylinder casting 6.97

The Central Excise Act,1944 Demand on sale of various types of scrap 3.33

The Central Excise Act,1944 Demand in respect of Modvat credits on Input and Capital goods 6.17

The Central Excise Act,1944 Modvat credit on grinding wheels, stones, honing sticks 9.34

The Central Excise Act,1944 Interest on reversal of SAD 14.02

The Central Excise Act,1944 Conversion of Aluminum Scrap into Ingots 15.14 from Colts department

Finance Act, 1994 (Service Tax) Input tax credit on various expenses 0.09

Finance Act, 1994 (Service Tax) Input tax credit on various expenses 79.02

Finance Act, 1994 (Service Tax) Input tax credit on various expenses 895.38

Finance Act, 1994 (Service Tax) Input tax credit on various expenses 153.84

Finance Act, 1994 (Service Tax) Disallowance of service tax credit on 96.11 various services

Finance Act, 1994 (Service Tax) Disallowance of service tax credit on 19.18 various services

Finance Act, 1994 (Service Tax) Input credit on various services 5.09

Finance Act, 1994 (Service Tax) Service tax on royalty and technical know how 39.95

Finance Act, 1994 (Service Tax) Payment of Service Tax under GTA on 67.02 inwards/outwards freight

Finance Act, 1994 (Service Tax) Availment of Cenvat on Job work charges 152.21

Finance Act, 1994 (Service Tax) Payment of Service Tax under GTA 78.14

Finance Act, 1994 (Service Tax) Input tax credit on various expenses 4.28

Karnataka VAT Act, 2003 Difference in VAT rates (classification issue) 301.38

Karnataka VAT Act, 2003 Difference in VAT rates (classification issue) 278.51

Name of the Statute Period to which the Forum where dispute is pending amount relates

The Central Excise Act,1944 2000 - 2004 Joint Commissioner of Central Excise, Banguluru

The Central Excise Act,1944 2000 - 2003 Central Excise and Service Tax Appellate Tribunal, Chennai

The Central Excise Act,1944 2001 - 2006 Central Excise and Service Tax Appellate Tribunal Chandigarh

The Central Excise Act,1944 2005-07 Central Excise and Service Tax Appellate Tribunal, Banguluru

The Central Excise Act,1944 July 2005 to Central Excise and Service Tax Appellate Tribunal, Banguluru December 2005

The Central Excise Act,1944 2010-11 Assistant Commissioner (Central Excise), Bhiwadi, Rajasthan

The Central Excise Act,1944 1998-1999 Joint Commissioner of Central Excise, Patiala Punjab

The Central Excise Act,1944 2001-2002 Joint Commissioner of Central Excise, Patiala Punjab

The Central Excise Act,1944 1995-1996,1997-1998, Joint Commissioner of Central Excise, Patiala Punjab 1998-1999,2003-2004

The Central Excise Act,1944 1987-1990 Honorable High Court of Punjab and Haryana

The Central Excise Act,1944 2000-2001 Central Excise & Service Tax Appellate Tribunal, Chandigarh

The Central Excise Act,1944 2000-2002 Honorable Supreme Court

Finance Act, 1994 (Service Tax) 2008-2009 Commissioner (Appeals),Jaipur, Rajasthan

Finance Act, 1994 (Service Tax) 2009-2010 to 2011-2012 Superintendent, Bhiwadi, Rajasthan

Finance Act, 1994 (Service Tax) 2005-2011 Central Excise and Service Tax Appellate Tribunal, Banguluru

Finance Act, 1994 (Service Tax) 2010-12 Commissioner of Central Excise, Banguluru

Finance Act, 1994 (Service Tax) 2005-2011 Joint Commissioner of Central Excise, Patiala, Punjab

Finance Act, 1994 (Service Tax) 2006-2007 Central Excise and Service Tax Appellate Tribunal, Chandigarh

Finance Act, 1994 (Service Tax) 2008-09 Superintendent Audit, Patiala, Punjab

Finance Act, 1994 (Service Tax) 1999-2005 Joint Commissioner of Central Excise, Patiala, Punjab

Finance Act, 1994 (Service Tax) 2005-2008 Joint Commissioner of Central Excise, Patiala, Punjab

Finance Act, 1994 (Service Tax) 2011-2012 Commissioner Central Excise, Banguluru

Finance Act, 1994 (Service Tax) 2009-2012 Superintendent

Finance Act, 1994 (Service Tax) 2011-2012 Superintendent

Karnataka VAT Act, 2003 1998-1999 to Honorable High Court of Karnataka 2001-2002 and 2007-08

Karnataka VAT Act, 2003 2005-06 Honorable High Court of Karnataka

Name of the Nature of dues Amount statute (Rs. Lacs)

Income tax Act, 1961 Disallowance of expenditure in relation to exempt income 3.05

Income tax Act, 1961 Disallowance of expenditure in relation to exempt income 10.59

Income tax Act, 1961 Interest free loan to subsidiary 105.48

Income tax Act, 1961 Disallowance of development expenditure treated as 68.45 capital in nature

Income tax Act, 1961 Disallowance of development expenditure treated as 11.61 capital in nature

Income tax Act, 1961 Disallowance of prior period expenses 92.64

Income tax Act, 1961 Disallowance of prior period expenses 57.57

Income tax Act, 1961 Depreciation not allowed on assets of inactive Vegetable Oil Division 10.17

Income tax Act, 1961 Depreciation not allowed on assets of inactive Vegetable Oil Division 9.53

Income tax Act, 1961 Loss in relation to diminution in value of shares disallowed 12.39

Income tax Act, 1961 Disallowance of Commission and brokerage expenses for 6.52 facilitating loan funds

Income tax Act, 1961 Disallowance of Commission and brokerage expenses for 37.76 facilitating loan funds

Income tax Act, 1961 Disallowance of loan processing fees paid to bank 33.99

Income tax Act, 1961 Disallowance of foreign exchange fluctuation loss 5.04

Income tax Act, 1961 Brought forward losses of the amalgamating company denied 5,674.45

Income tax Act, 1961 Disallowance of filing fees for increasing authorized share 2.21 capital of the Company

Income tax Act, 1961 Disallowance for amalgamating expenses 0.69

Income tax Act, 1961 Provision for expenses disallowed 85.17

Income tax Act, 1961 Provision for expenses disallowed 57.64

Income tax Act, 1961 Disallowance of proportionate royalty expense 39.52

Income tax Act, 1961 Disallowance of proportionate royalty expense 103.47

Income tax Act, 1961 Distribution of gift coupons to shareholders at 16.54 Annual General Meeting

Income tax Act, 1961 Disallowance of exemption on dividend 66.55

Income tax Act, 1961 Addition of Revaluation Reserves to book profits 16.71

Income tax Act, 1961 Provision for diminution in the value asset added to book profits 38.75

Income tax Act, 1961 Apportionment of common administrative costs 1.52

Income tax Act, 1961 Disallowance of lease rent expenses 345.80

Income tax Act, 1961 Applicability of interest u/s 234D 0.51

Income tax Act, 1961 Disallowance of expenditure in relation to exempt income 21.21

Income tax Act, 1961 Addition to Revaluation Reserves to book profits 17.65

Income tax Act, 1961 Loss in relation to diminution in value of shares disallowed 19.23

Income tax Act, 1961 Disallowance of Club expenses 2.80

Delhi VAT VAT on assets transaferred to Anil Nanda 64.98

UP VAT Difference in VAT rates (classification issue) 82.78

Karnataka Tax on Entry of Goods Act, 1979 Entry tax on import of capital goods 147.67

Karnataka Tax on Entry of Goods Act, 1979 Entry tax on import of capital goods 116.52

Karnataka Tax on Entry of Goods Act, 1979 Entry tax on import of capital goods 118.00

Karnataka Tax on Entry of Goods Act, 1979 Entry tax on import of capital goods 12.43

Karnataka Tax on Entry of Goods Act, 1979 Entry tax on import of capital goods 16.03

Name of the Statute Period to which the Forum where dispute is pending amount relates

Income tax Act, 1961 2000-2001 Honorable High Court

Income tax Act, 1961 2001-2002 & 2004-05 Commissioner Income Tax (Appeals)

Income tax Act, 1961 2006-07 & 2007-2008 Commissioner Income Tax (Appeals)

Income tax Act, 1961 2001-2002 Commissioner Income Tax (Appeals)

Income tax Act, 1961 2002-2003 Income Tax Appellate Tribunal

Income tax Act, 1961 2001-2002 & 2007-2008 Commissioner Income Tax (Appeals)

Income tax Act, 1961 2002-2003 Income Tax Appellate Tribunal

Income tax Act, 1961 2001-2002 Commissioner Income Tax (Appeals)

Income tax Act, 1961 2002-2003 Income Tax Appellate Tribunal

Income tax Act, 1961 2001-2002 Commissioner Income Tax (Appeals)

Income tax Act, 1961 2001-2002 Commissioner Income Tax (Appeals)

Income tax Act, 1961 2002-2003 Income Tax Appellate Tribunal

Income tax Act, 1961 2002-2003 Income Tax Appellate Tribunal

Income tax Act, 1961 2002-2003 Income Tax Appellate Tribunal

Income tax Act, 1961 2002-2003 Income Tax Appellate Tribunal

Income tax Act, 1961 2002-2003 Income Tax Appellate Tribunal

Income tax Act, 1961 2002-03 Income Tax Appellate Tribunal

Income tax Act, 1961 1997-1998 Honorable High Court

Income tax Act, 1961 2002-2003 Income Tax Appellate Tribunal

Income tax Act, 1961 2003-2004 & 2005-2006 Income Tax Appellate Tribunal

Income tax Act, 1961 2004-2005 & 2007-2008 Commissioner Income Tax (Appeals)

Income tax Act, 1961 1995-1996 & 1996-1997 Honorable High Court

Income tax Act, 1961 1998-1999 Honorable High Court

Income tax Act, 1961 1998-1999 Honorable High Court

Income tax Act, 1961 2005-2006 Income Tax Appellate Tribunal

Income tax Act, 1961 1997-1998 Honorable High Court

Income tax Act, 1961 1997-1998 Honorable High Court

Income tax Act, 1961 2000-2001 Honorable High Court

Income tax Act, 1961 1999-2000 Honorable High Court

Income tax Act, 1961 1999-2000 Honorable High Court

Income tax Act, 1961 2004-2005 Commissioner Income Tax (Appeals)

Income tax Act, 1961 2007-2008 Commissioner Income Tax (Appeals)

Delhi VAT 2007-2008 Commissioner (Appeals), Delhi

UP VAT 2007-2008 Commissioner (Appeals), Ghaziabad

Karnataka Tax on Entry of Goods Act, 1979 2006-2007 Honorable Supreme Court

Karnataka Tax on Entry of Goods Act, 1979 2007-2008 Honorable Supreme Court

Karnataka Tax on Entry of Goods Act, 1979 2008-2009 Honorable Supreme Court

Karnataka Tax on Entry of Goods Act, 1979 2009-2010 Honorable Supreme Court

Karnataka Tax on Entry of Goods Act, 1979 2010-2011 Honorable Supreme Court

x. In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

xi. The Company has not defaulted in repayment of dues to any bank or financial institution during the year. The Company did not have any outstanding debentures during the year.

xii. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

xiii. In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

xiv. In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

xv. In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are not, prima facie, prejudicial to the interest of the Company.

xvi. In our opinion, the Company has applied the term loans for the purpose for which these loans were obtained.

xvii. In our opinion, the Company has used funds raised on short-term basis for long-term investment. The Company has accepted short term borrowings amounting to Rs 5242.21 which are both repayable on demand or within one year and such funds have been invested for acquiring non-current assets of the Company.

xviii. During the year, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

xix. The Company has neither issued nor had any outstanding debentures during the year. Accordingly, the provisions of clause 4(xix) of the Order are not applicable.

xx. The Company has not raised any money by public issues during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable.

xxi. According to the information and explanations given to us ana as described in note 44 to the financial statements, there were certain discrepancies in respect of availing sales tax benefits at one of the units of the Company which, at present, are being further investigated by management. No fraud on or by the Company has been noticed or reported during the period covered by our audit other than the matter mentioned above.

For Walker, Chandiok & Co.

Chartered Accountants

Firm Registration No.: 001076N

per David Jones

Partner

Place : New Delhi Membership

Date : February 28, 2013 No.: 98113

We have audited the accompanying financial statements of Federal-Mogul Goetze (India) Limited ("the Company"), which comprise the Balance Sheet as at December 31, 2011, and 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

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 accounting principles generally accepted in India, including the Accounting Standards referred to in sub-section (3C) of section 211 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.

Auditor's 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 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 accounting policies used and the reasonableness of the accounting estimates made by 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.

Basis for Qualified Opinion

Refer Note no. 1 9 of Schedule 24 on the Company's investments in G. I. Power Corporation Limited ('GIPCL') of the value of Rs 1,070.92 lacs representing investment in equity shares of Rs. 194.48 lacs and in preference shares of Rs. 876.44 lacs. During the year, Company's holding in GIPCL was reduced to 6.60% from earlier holding of 26.00%. The Company has been unable to produce audited financial information and, as represented to us, is also in discussion for sale of these investments at par, that are yet to be concluded. In view of these uncertainties and due to non-availability of audited financial information as at December 31, 2011, we are not in a position to assess as to whether provision, if any, needs to be made towards carrying value of these investments and consequential impact thereof.

Qualified opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph, the impact whereof is unascertainable, the 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 December 31, 2011;

(b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the 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, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 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) Except for the matter described in the Basis for Qualified Opinion paragraph above, we have obtained all the information and explanations 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, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) Except for the matter described in the Basis for Qualified Opinion paragraph above, in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

(e) On the basis of written representations received from the directors as on December 31, 2011, and taken on record by the Board of Directors, none of the directors is disqualified as on December 31, 2011, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure referred to in paragraph 1 of our report of even date under Section 'Report on Other Legal and Regulatory Requirements'

Re: Federal-Mogul Goetze (India) Limited ('the Company')

i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets, except for certain items of plant and machinery and certain items of furniture at one of its facilities, where the records are maintained for group of similar assets and not for each individual asset.

(b) The Company has a programme for physical verification on a rotational basis, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Accordingly, certain fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification.

(c) There was no disposal of a substantial part of fixed assets during the year.

ii. (a) The inventory has been physically verified by the management during the year, except for stores and spares inventory of Rs 585.53 lacs which has not been verified during or at the end of the year. In our opinion, the frequency of verification is reasonable. Inventories lying with outside parties (including with transporters, job workers and at ports) have been confirmed by them as at year end.

(b) The procedures of physical verification of inventory followed by the management, except for stores and spares inventory of Rs 585.53 lacs, are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory, except for stores and spares inventory of Rs. 585.53 lacs and no material discrepancies were noticed on physical verification.

iii. (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (a) to (d) of the Order are not applicable to the Company and hence not commented upon.

(b) According to information and explanations given to us, the Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (e) to (g) of the Order are not applicable to the Company and hence not commented upon.

iv. The Company's significant purchases of fixed assets are from its group companies and their associates. We are explained that these items are of unique and specialized nature, and hence, in such cases, it is not possible to make the comparison of prices with the market rates or with purchases from other parties. Read with the above, 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 or continuing failure to correct any major weakness in the internal control system of the company in respect of these areas.

v. (a) According to the information and explanations provided by the management, we are of the opinion that there are no contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provision of clause 4(v) (b) of the Order is not applicable to the Company.

vi. The Company has not accepted any deposits from the public.

vii. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

viii. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate and complete.

ix. a) 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 have generally been regularly deposited with the appropriate authorities, except for income tax and service tax, which have not been regularly deposited with the appropriate authorities in a few cases, though the delays in deposit have not been serious.

b) According to the information and explanations given to us, no material undisputed amounts payable in respect of provident fund, investor education and protection fund, employees' state insurance, income-tax, wealth-tax, service tax, sales- tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

c) According to the records of the Company, the dues outstanding of income-tax, sales- tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

Name of the Nature of dues Amount Period to which the Forum where dispute is pending statute (Rs. Lacs) amount relates

Central Excise Act, 1944 Trade Discount 33.74 2000-2004 Joint Commissioner of Central Excise, Bangalore

Central Excise Act, 1944 Excise Duty on Turnover Discount 107.18 2000-2006 Central Excise & Service Tax Appellate Tribunal, Bangalore

Central Excise Act, 1944 Excise Duty on Turnover Discount 214.50 2001-2006 Central Excise & Service Tax Appellate Tribunal, Chandigarh

Central Excise Act, 1944 Sale returns 5.28 2001-2003 Central Excise & Service Tax Appellate Tribunal, Bangalore

Central Excise Act, 1944 Cenvat credit availed twice 5.04 2006-2007 Central Excise & Service Tax Appellate Tribunal, Bangalore

Central Excise Act, 1944 Excise duty on Engineering charges 0.34 2006-2007 Assistant Commissioner of Central Excise, Bangalore

Central Excise Act, 1944 Cenvat Credit availed twice 0.93 August 2005 to Deputy Commissioner of Central Excise, Bangalore December 2005

Central Excise Act, 1944 Demand on removal non saleable stock 8.57 July 2005 to Central Excise & Service Tax Appellate Tribunal, Bangalore removed from RG -1 December 2005

Central Excise Act, 1944 Excise duty on Capital goods 3.19 2010-2011 Assistant Commissioner (Central Excise), Bhiwadi, Rajasthan

Central Excise Act, 1944 Classifi cation of Light metal cylinder Casting 6.97 1998-1999 Joint Commissioner of Central Excise, Patiala, Punjab

Central Excise Act, 1944 Demand on sale of various types of scrap 3.33 2001-2002 Joint Commissioner of Central Excise, Patiala, Punjab

Central Excise Act, 1944 Demand in respect of Modvat Credits on 6.17 1995-1996. 1997-1998 Joint Commissioner of Central Excise, Patiala, Punjab

Input & Capital goods 1998-1999 2003-2004

Central Excise Act, 1944 Modvat credit on grinding wheels, stones, 9.34 1987-1990 Punjab & Haryana High Court honing sticks

Central Excise Act, 1944 Interest on reversal of SAD 14.02 2000-2001 Central Excise & Service Tax Appellate Tribunal, Chandigarh

Central Excise Act, 1944 Conversion of Aluminum Scrap into 15.14 2000-2002 Supreme Court Ingots from Colts Department

Finance Act, 1994 (service tax) Input tax credit on various expenses 1.25 2008-2009 Commissioner (Appeals), Jaipur, Rajasthan

Finance Act, 1994 (service tax) Input tax credit on various expenses 50.32 2009-2010 to Assistant Commissioner/ Joint Commissioner (Central Excise), 2011-2012 Jaipur, Rajasthan

Finance Act, 1994 (service tax) Input tax credit on various expenses 678.79 2005-2010 Central Excise & Service Tax Appellate Tribunal, Bangalore

Finance Act, 1994 (service tax) Input tax credit on various expenses 370.43 April 2010 to Commissioner of Central Excise, Bangalore September 2011

Finance Act, 1994 (service tax) Service Tax on 'Common Inputs Distribution' 1,017.92 March 2005 to Central Excise & Service Tax Appellate Tribunal, Bangalore June 2008

Finance Act, 1994 (service tax) Disallowance of service tax credit on various services 96.11 2005-2011 Joint Commissioner of Central Excise, Patiala, Punjab

Finance Act, 1994 (service tax) Disallowance of service tax credit on various services 21.57 2006-2007, 2007-2008 Central Excise & Service Tax Appellate Tribunal, Chandigarh

Finance Act, 1994 (service tax) Input credit on various services 5.09 2008-2009 Superintendent Audit, Patiala, Punjab

Finance Act, 1994 (service tax) Service Tax on Royalty & Technical Know how 23.16 1999-2003 Joint Commissioner of Central Excise, Patiala, Punjab

Finance Act, 1994 (service tax) Payment of Service Tax under GTA on inwards 67.02 2005-2008 Joint Commissioner of Central Excise, Patiala, Punjab /Outwards freight

Finance Act, 1994 (service tax) Service Tax on Royalty & Technical Know how 16.79 2004-2005 Joint Commissioner of Central Excise, Patiala, Punjab

Karnataka VAT Act, 2003 Difference in VAT rates 153.02 1998-1999 to Joint Commissioner (Appeals), Bangalore 2001-2002 and 2007-2008

Karnataka VAT Act, 2003 Difference in rates, Input tax credit & other matters 225.00 2005-2006 Superintendent Audit, Bangalore

Income tax Act,1961 Disallowance of expenditure in relation to exempt income 3.05 2000-2001 High Court

Income tax Act,1961 Disallowance of expenditure in relation to 10.59 2001-2002 & 2004-2005 Commissioner Income Tax (Appeals) exempt income 2004-2005

Income tax Act,1961 Interest free loan to subsidiary 105.48 2006-2007 & 2007-2008 Commissioner Income Tax (Appeals)

Income tax Act,1961 Disallowance of development expenditure 22.32 2000-2001 High Court treated as capital in nature

Income tax Act,1961 Disallowance of development expenditure 68.45 2001-2002 Commissioner Income Tax (Appeals) treated as capital in nature

Income tax Act,1961 Disallowance of development expenditure 11.61 2002-2003 Income Tax Appellate Tribunal treated as capital in nature

Income tax Act,1961 Disallowance of prior period expenses 5.10 2000-2001 High Court

Income tax Act,1961 Disallowance of prior period expenses 92.64 2001-2002 & 2007-2008 Commissioner Income Tax (Appeals)

Income tax Act,1961 Disallowance of prior period expenses 57.57 2002-2003 Income Tax Appellate Tribunal

Income tax Act,1961 Depreciation not allowed on assets of inactive 10.17 2001-2002 Commissioner Income Tax (Appeals) Vegetable Oil Division

Income tax Act,1961 Depreciation not allowed on assets of inactive 22.23 2002-2003 & Income Tax Appellate Tribunal Vegetable Oil Division 2003-2004

Income tax Act,1961 Loss in relation to diminution in value of shares disallowed 84.80 2000-2001 High Court

Income tax Act,1961 Loss in relation to diminution in value of shares disallowed 12.39 2001-2002 Commissioner Income Tax (Appeals)

Income tax Act,1961 Disallowance of Commission and Brokerage expenses 6.52 2001-2002 Commissioner Income Tax (Appeals) for facilitating loan funds

Income tax Act,1961 Disallowance of Commission and Brokerage expenses 37.76 2002-2003 Income Tax Appellate Tribunal for facilitating loan funds

Income tax Act,1961 Disallowance of loan processing fee paid to bank 33.99 2002-2003 Income Tax Appellate Tribunal

Income tax Act,1961 Disallowance of foreign exchange fluctuation loss 5.04 2002-2003 Income Tax Appellate Tribunal

Income tax Act,1961 Brought forward losses of the amalgamating 5,674.45 2002-2003 Income Tax Appellate Tribunal company denied

Income tax Act,1961 Disallowance of filing fee for increasing authorized 2.21 2002-2003 Income Tax Appellate Tribunal share capital of the Company

Income tax Act,1961 Disallowance of amalgamation expenses 0.89 2000-2001 High Court

Income tax Act,1961 Disallowance of amalgamation expenses 0.69 2002-2003 Income Tax Appellate Tribunal

Income tax Act,1961 Provision for expenses disallowed 85.17 1997-1998 High Court

Income tax Act,1961 Provision for expenses disallowed 57.64 2002-2003 Income Tax Appellate Tribunal

Income tax Act,1961 Disallowance of proportionate royalty expense 52.57 2003-2004 & 2005-2006 Income Tax Appellate Tribunal

Income tax Act,1961 Disallowance of proportionate royalty expense 103.47 2004-2005 & 2007-2008 Commissioner Income Tax (Appeals)

Income tax Act,1961 Distribution of gift coupons to shareholders at 16.54 1995-1996 & 1996-1997 High Court Annual General Meeting

Income tax Act,1961 Disallowance of exemption on dividend 66.55 1998-1999 High Court

Income tax Act,1961 Addition of Revaluation Reserves to book profits 16.71 1998-1999 High Court

Income tax Act,1961 Provision for diminution in the value of asset 38.75 2005-2006 Income Tax Appellate Tribunal added to book profits

Income tax Act,1961 Apportion ment of common administrative costs 1.52 1997-1998 High Court

Income tax Act,1961 Disallowance of lease rent expenses 345.80 1997-1998 High Court

Income tax Act,1961 Applicability of interest u/s 234D 0.51 2000-2001 High Court

Income tax Act,1961 Disallowance of expenditure in relation to exempt income 21.21 1999-2000 High Court

Income tax Act,1961 Depreciation not allowed on assets of inactive 13.63 1999-2000 High Court Vegetable Oil Division

Income tax Act,1961 Addition of Revaluation Reserves to book profits 17.65 1999-2000 High Court

Income tax Act,1961 Loss in relation to diminution in value of shares disallowed 19.23 2004-2005 Commissioner Income Tax (Appeals)

Income tax Act,1961 Disallowance of Club Expenses 2.80 2007-2008 Commissioner Income Tax (Appeals)

x. The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

xi. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to the banks. The Company has no outstanding dues in respect of a financial institution or debenture holders.

xii. According to the information and explanations given to us and based on the documents and records produced 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, 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 (as amended) are not applicable to the Company.

xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures ana other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

xv. According to the information and explanations given to us, the Company has given guarantee for loan taken by a subsidiary from a bank; the terms and conditions whereof in our opinion are not prima-facie prejudicial to the interest of the Company. There are no other guarantees given by the Company for loans taken by others from bank or financial institutions.

xvi. Based on information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

xvii. 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 amounting to Rs. 5,049.06 lacs raised on short term basis in the form of intercorporate deposits and working capital / cash credit facility from affiliates and banks respectively have been used for long-term investment representing acquisition of fixed assets.

xviii. The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

xix. The Company did not have any outstanding debentures during the year.

xx. We have verified that the end use of money raised by public issues is as disclosed in the notes to the financial statements.

xxi. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For S.R. BATLIBOI & CO.

Firm registration number: 301003E

Chartered Accountants

per Pankaj Chadha

Partner

Place : Gurgaon Membership

Date : February 29, 2012 No.: 91813