ఆడిటర్ నివేదిక SML Mahindra Ltd.

Mar 31, 2025

1. We have audited the accompanying financial statements of SML Isuzu Limited (‘the Company’), which comprise the
Balance Sheet as at 31 March 2025, the Statement of Profit and Loss (including Other Comprehensive Income/
Loss), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and notes to the
financial statements, including material accounting policy information and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
financial statements give the information required by the Companies Act, 2013 (‘the Act’) in the manner so required
and give a true and fair view in conformity with the Indian Accounting Standards (‘Ind AS’) specified under section
133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles
generally accepted in India, of the state of affairs of the Company as at 31 March 2025, and its profit (including other
comprehensive income/ loss), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act.
Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the
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 financial statements under the provisions of the Act and the rules thereunder, and we
have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matter

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
financial statements of the current period. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.

5. We have determined the matter described below to be the key audit matter to be communicated in our report.

Key audit matter

How our audit addressed the key audit matter

Revenue from Contract with Customers: The Company generates revenue mainly from sale of commercial vehicles such as buses and trucks, and from sale of chassis and related spares, parts and accessories, to a wide range of customers through a network of dealers established within India and outside India. The Company also provides after-sales service to its customers. Refer note 2(i) to the accompanying financial statements for the accounting policies on revenue recognition and note 23 for the details of the revenue recognised during the current year.

Our audit procedures relating to revenue recognition included, but were not limited to, the following procedures: • Understood the process of revenue recognition and evaluated the appropriateness of the revenue recognition accounting policy, adopted by the management on revenue recognition in accordance with Ind AS 115. • Evaluated the design and tested the operating effectiveness of relevant key control around revenue recognition for a sample of transactions.

Key audit matter

How our audit addressed the key audit matter

Revenue recognition for sale of products and services in accordance with the principles of Ind AS 115 ‘Revenue from contracts with customers’ (Ind AS 115) involves certain key judgements such as identification of performance obligations, determination of transaction price of the identified performance obligations including variable consideration in the form of volume discounts, service level credits, performance bonuses, price concessions and incentives offered by the Company, assessment of satisfaction of the performance obligations using an appropriate basis to measure the transfer of control of the products sold and services rendered to the customers. Revenue is recognised at an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring goods or services to the customer, after deduction of any trade discounts, volume rebates and any taxes or duties collected on behalf of the government such as goods and services tax etc. Management judgement is involved to estimate the provision for warranty, service coupons and liquidated damages to be recorded with respect to sales made during the year. Revenue is only recognised to the extent that it is highly probable a significant reversal will not occur. Revenue is also a key performance indicator of the Company and is identified as a significant audit risk in accordance with the standards on auditing primarily as there is a risk that revenue is recognised on sale of products or services before the control is transferred. Accordingly, occurrence of revenue is a key focus area. Considering the materiality of the amounts involved, significant estimates and judgements involved in revenue recognition, this matter has been identified as a key audit matter for the current year audit.

• Selected a sample of continuing and new contracts and read the performance obligations in these contracts assessing the Company''s revenue recognition policies with reference to the requirements of the applicable accounting standards. • Performed substantive testing, on a sample basis, on revenue transactions recorded during the year and revenue transactions recorded during a specific period before and after year end based on average delivery period, by inspecting supporting documents such as invoices, customer contracts, purchase orders, sales order, proof of dispatch and delivery, etc. to ensure such transactions are recorded accurately by correct amount and in correct period • Performed substantive analytical procedures such as variance analysis on revenue to identify any unusual trends or any unusual items. • Performed a retrospective review of estimates involved in warranty provision measurement and ascertained that the carrying value is reflective of the expected future obligation basis consistent application of method of estimation basis past trends. • Tested manual journal entries, if any, posted to revenue selected on a sample basis using risk based criteria in order to identify any unusual items. • Evaluated appropriateness and adequacy of the disclosures made in the accompanying financial statements in respect of revenue recognition in accordance with requirements of applicable financial reporting framework.

Information other than the Financial Statements and Auditor''s Report thereon

6. The Company’s Board of Directors are responsible for the other information. The other information comprises the
information included in the Annual Report, but does not include the financial statements and our auditor’s report
thereon. The Annual Report is expected to be made available to us after the date of this auditor’s report.

Our opinion on the 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 financial statements, our responsibility is to read the other information identified
above when it becomes available and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to
communicate the matter to those charged with governance.

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

7. The accompanying financial statements have been approved by the Company’s Board of Directors. The
Company’s Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the
preparation and presentation of these financial statements that give a true and fair view of the financial position,
financial performance including other comprehensive income/ loss, changes in equity and cash flows of the
Company in accordance with the Ind AS specified under section 133 of the Act 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 of the assets of the Company and for preventing and
detecting frauds and other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of
adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and presentation of the financial statements that give a true and
fair view and are free from material misstatement, whether due to fraud or error.

8. In preparing the financial statements, the 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 intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

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

Auditor’s Responsibilities for the Audit of the Financial Statements

10. Our objectives are to obtain reasonable assurance about whether the 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 Standards on Auditing 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 financial statements.

11. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act we exercise

professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the 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 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 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 management;

• Conclude on the appropriateness of Board of Directors’ 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
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; and

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

12. 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.

13. 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.

14. From the matters communicated with those charged with governance, we determine those matters that were of
most significance in the audit of the 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

15. As required by section 197(16) of the Act, based on our audit, we report that the Company has paid remuneration to
its directors during the year in in accordance with the provisions of and limits laid down under section 197 read with
Schedule V to the Act.

16. As required by the Companies (Auditor’s Report) Order, 2020 (‘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, to the extent applicable.

17. Further to our comments in Annexure I, as required by section 143(3) of the Act based on our audit, we report, to the
extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purpose of our audit of the accompanying financial statements;

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. Further, the back-up of the books of accounts and other books and papers
of the Company maintained in electronic mode has been maintained on servers physically located in India, on a
daily basis;

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

d) In our opinion, the aforesaid financial statements comply with IndAS 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 2025 from being appointed as a director in terms of
section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference to financial statements of the
Company as on 31 March 2025 and the operating effectiveness of such controls, refer to our separate report in
Annexure II wherein we have expressed unmodified 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 31 to the financial statements, has disclosed the impact of pending
litigations on its financial position as at 31 March 2025;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any
material foreseeable losses as at 31 March 2025;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the Company during the year ended 31 March 2025;

iv. a. The management has represented that, to the best of its knowledge and belief, as disclosed in note 48(a)

to the financial statements, no funds have been advanced or loaned or invested (either from borrowed
funds or securities premium or any other sources or kind of funds) by the Company to or in any persons or
entities, including foreign entities (‘the intermediaries’), with the understanding, whether recorded in
writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the Company (‘the Ultimate
Beneficiaries’) or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief, as disclosed in note 48(b)
to the financial statements, no funds have been received by the Company from any persons or entities,
including foreign entities (‘the Funding Parties’), with the understanding, whether recorded in writing or
otherwise, that the Company shall, whether 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 such audit procedures performed as considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the management
representations under sub-clauses (a) and (b) above contain any material misstatement.

v. The final dividend paid by the Company during the year ended 31 March 2025 in respect of such dividend
declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of
dividend.

As stated in note 43 to the accompanying financial statements, the Board of Directors of the Company have
proposed final dividend for the year ended 31 March 2025 which is subject to the approval of the members at
the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the
extent it applies to declaration of dividend.

vi. As stated in Note 40 to the financial statements and based on our examination which included test checks, the
Company, in respect of financial year commencing on 1 April 2024, has used accounting software for
maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same
have been operated throughout the year for all relevant transactions recorded in the software. Further, during
the course of our audit we did not come across any instance of audit trail feature being tampered with.
Furthermore, the audit trail has been preserved by the Company as per the statutory requirements for record
retention from the date the audit trail was enabled for the accounting software.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm’s Registration No.: 001076N/N500013

Sandeep Mehta

Partner

Membership No.: 099410

UDIN: 25099410BMTCXV6276

Place: Chandigarh

Date: 30 May 2025

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Mar 31, 2024

1. We have audited the accompanying financial statements of SML Isuzu Limited (‘the Company’), which comprise the Balance Sheet as at 31 March 2024, the Statement of Profit and Loss (including Other Comprehensive Loss), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and notes to the financial statements, including material accounting policy information and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (‘the Act’) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (‘Ind AS’) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2024, and its profit (including other comprehensive loss), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the 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 financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matter

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

5. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matter

How our audit addressed the key audit matter

Revenue from Contract with Customers: The Company generates revenue mainly from sale of commercial vehicles such as buses and trucks, and from sale of chassis and related spares, parts and accessories, to a wide range of customers through a network of dealers established across India. The Company also provides after-sales service to its customers. Refer note 2(i) to the accompanying financial statements for the accounting policies on revenue recognition and note 23 for the details of the revenue recognized during the current year. Revenue recognition for sale of products and services in accordance with the principles of Ind AS 115 ‘Revenue from contracts with customers’ (Ind AS 115) involves certain key judgements such as identification of performance obligations, determination of transaction price of the identified performance obligations including variable consideration in the form of volume discounts, service level credits, performance bonuses, price concessions and incentives offered by the Company, assessment of satisfaction of the performance obligations using an appropriate basis to measure the transfer of control of the products sold and services rendered to the customers. Revenue is recognised at an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring goods or services to the customer, after deduction of any trade discounts, volume rebates and any taxes or duties collected on behalf of the government such as goods and services tax etc. Management judgement is involved to estimate the provision for warranty, service coupons and liquidated damages to be recorded with respect to sales made during the year. Revenue is only recognised to the extent that it is highly probable a significant reversal will not occur. Revenue is also a key performance indicator of the Company and is identified as a significant audit risk in accordance with the standards on auditing primarily as there is a risk that revenue is recognised on sale of products or services before the control is transferred. Accordingly, occurrence of revenue is a key focus area.

Our audit procedures relating to revenue recognition included, but were not limited to, the following procedures: • Understood the process of revenue recognition and evaluated the appropriateness of the revenue recognition accounting policy, adopted by the management on revenue recognition in accordance with Ind AS 115. • Evaluated the design and tested the operating effectiveness of relevant key control around revenue recognition for a sample of transactions. • Selected a sample of continuing and new contracts and read the performance obligations in these contracts assessing the Company''s revenue recognition policies with reference to the requirements of the applicable accounting standards. • Performed substantive testing, on a sample basis, on revenue transactions recorded during the year and revenue transactions recorded during a specific period before and after year end based on average delivery period, by inspecting supporting documents such as invoices, customer contracts, purchase orders, sales order, proof of dispatch and delivery, etc. to ensure such transactions are recorded accurately by correct amount and in correct period. • Performed substantive analytical procedures such as variance analysis on revenue to identify any unusual trends or any unusual items. • Performed a retrospective review of estimates involved in warranty provision measurement and ascertained that the carrying value is reflective of the expected future obligation basis consistent application of method of estimation basis past trends. • Tested manual journal entries, if any, posted to revenue selected on a sample basis using risk based criteria in order to identify any unusual items. • Evaluated appropriateness and adequacy of the disclosures made in the accompanying financial statements in respect of revenue recognition in accordance with requirements of applicable financial reporting framework.

Considering the materiality of the amounts involved,
significant estimates and judgements involved in
revenue recognition, this matter has been identified
as a key audit matter for the current year audit.

Information other than the Financial Statements and Auditor''s Report thereon

6. The Company’s Board of Directors are responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the financial statements and our auditor’s report thereon. The Annual Report is expected to be made available to us after the date of this auditor’s report.

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

In connection with our audit of the financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

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

7. The accompanying financial statements have been approved by the Company’s Board of Directors. The Company’s Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive loss, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

8. In preparing the financial statements, the 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 intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

Auditor''s Responsibilities for the Audit of the Financial Statements

10. Our objectives are to obtain reasonable assurance about whether the 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 Standards on Auditing 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 financial statements.

11. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the 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 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 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 management;

• Conclude on the appropriateness of Board of Directors’ 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 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; and

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

12. 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.

13. 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.

14. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 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

15. As required by section 197(16) of the Act based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

16. As required by the Companies (Auditor’s Report) Order, 2020 (‘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, to the extent applicable.

17. Further to our comments in Annexure I, as required by section 143(3) of the Act based on our audit, we report, to the

extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying financial statements;

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 the matters stated in paragraph 17(h)(vi) below on reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);

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

d) In our opinion, the aforesaid 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 2024 from being appointed as a director in terms of section 164(2) of the Act;

f) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 17(b) above on reporting under section 143(3)(b) of the Act and paragraph 17(h)(vi) below on reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);

g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company as on 31 March 2024 and the operating effectiveness of such controls, refer to our separate report in Annexure II wherein we have expressed an unmodified opinion; and

h) 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 31 to the financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March 2024;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2024;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 March 2024;

iv. a. The management has represented that, to the best of its knowledge and belief, as disclosed in note 46(a)

to the financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any persons or entities) including foreign entities (‘the intermediaries’), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (‘the Ultimate Beneficiaries’) or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief, as disclosed in note 46(b) to the financial statements, no funds have been received by the Company from any persons or entities, including foreign entities (‘the Funding Parties’), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether 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 such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.

v. As stated in note 43 to the accompanying financial statements, the Board of Directors of the Company have proposed final dividend for the year ended 31 March 2024 which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

vi. As stated in note 40 to the financial statements and based on our examination which included test checks, except for instance mentioned below, the Company, in respect of financial year commencing on 1 April 2023, has used certain accounting software for maintaining its books of account, which have a feature of recording audit trail (edit log) facility and the same have been operated throughout the year for all relevant transactions recorded in such software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with other than the consequential impact of the exception given below.

Nature of exception noted	Details of Exception
Instances of accounting software for maintaining books of account for which the feature of recording audit trail (edit log) facility was not operated throughout the year for all relevant transactions recorded in the software,	The audit trail feature was not enabled for one Used Id at the database level for an accounting software to log any direct data changes, used for maintenance of all accounting records by the Company.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm’s Registration No.: 001076N/N500013

Sandeep Mehta

Partner

Membership No.: 099410 UDIN: 24099410BKELFY4235

Place: New Delhi Date: 23 May 2024

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Mar 31, 2023

SML ISUZU LIMITED

Report on the Audit of the Financial Statements

Opinion

1. We have audited the accompanying financial statements of SML Isuzu Limited (‘the Company’), which comprise the Balance Sheet as at 31 March 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (‘the Act’) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (‘Ind AS’) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2023, and its profit (including other comprehensive loss), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the 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 financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matter

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

5. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matter	How our audit addressed the key audit matter
Revenue from Contract with Customers:	Our audit procedures relating to revenue recognition
The Company generates revenue mainly from sale of commercial vehicles such as buses and trucks, and from sale of chassis and related spares, parts and accessories, to a wide range of customers through a network of dealers	included, but were not limited to, the following procedures: • Understood the process of revenue recognition
established across India. The Company also	and evaluated the appropriateness of the revenue
provides after-sales service to its customers.	recognition accounting policy, adopted by the management on revenue recognition in
Refer note 2(i) to the accompanying financial	accordance with Ind AS 115.
statements for the accounting policies on revenue recognition and note 23 for the details of the revenue recognised during the current year.	• Evaluated the design and tested the operating effectiveness of relevant key control around revenue recognition for a sample of transactions.
Revenue recognition for sale of products and	• Selected a sample of continuing and new
services in accordance with the principles of Ind	contracts and read the performance obligations in
AS 115 ‘Revenue from contracts with customers’	these contracts assessing the Company''s
(Ind AS 115) involves certain key judgements such as identification of performance obligations, determination of transaction price of the identified performance obligations including	revenue recognition policies with reference to the requirements of the applicable accounting standards.
variable consideration in the form of volume	• Performed substantive testing, on a sample basis,
discounts, service level credits, performance	on revenue transactions recorded during the year
bonuses, price concessions and incentives	and revenue transactions recorded during a
offered by the Company, assessment of	specific period before and after year end based on
satisfaction of the performance obligations using	average delivery period, by inspecting supporting
an appropriate basis to measure the transfer of	documents such as invoices, customer contracts,
control of the products sold and services	purchase orders, sales order, proof of dispatch
rendered to the customers.	and delivery, etc. to ensure such transactions are recorded accurately by correct amount and in
Revenue is recognised at an amount that reflects the consideration to which the Company expects	correct period;
to be entitled in exchange for transferring goods	• Performed substantive analytical procedures such
or services to the customer, after deduction of	as variance analysis on revenue to identify any
any trade discounts, volume rebates and any	unusual trends or any unusual items.
taxes or duties collected on behalf of the	• Performed a retrospective review of estimates
government such as goods and services tax etc. Management judgement is involved to estimate	involved in warranty provision measurement and ascertained that the carrying value is reflective of
the provision for warranty, service coupons and liquidated damages to be recorded with respect	the expected future obligation basis consistent
to sales made during the year. Revenue is only	application of method of estimation basis past
recognised to the extent that it is highly probable	trends.
a significant reversal will not occur.	• Tested manual journal entries, if any, posted to
	revenue selected on a sample basis using risk
Revenue is also a key performance indicator of	based criteria in order to identify any unusual
the Company and is identified as a significant	items.
audit risk in accordance with the standards on auditing primarily as there is a risk that revenue is	• Evaluated appropriateness and adequacy of
recognised on sale of products or services before	the disclosures made in the accompanying
the control is transferred. Accordingly, occurrence of revenue is a key focus area.	financial statements in respect of revenue

Considering the materiality of the amounts involved, significant estimates and judgements involved in revenue recognition, this matter has been identified as a key audit matter for the current year audit.

recognition in accordance with requirements of applicable financial reporting framework.

Information other than the Financial Statements and Auditor''s Report thereon

6. The Company’s Board of Directors are responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the financial statements and our auditor’s report thereon. The Annual Report is expected to be made available to us after the date of this auditor''s report.

Our opinion on the 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 financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

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

7. The accompanying financial statements have been approved by the Company’s Board of Directors. The Company’s Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive loss, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

8. In preparing the financial statements, the Board of Directors are 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.

9. Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Financial Statements

10. Our objectives are to obtain reasonable assurance about whether the 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 Standards on Auditing 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 financial statements.

11. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the 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 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 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 management;

• Conclude on the appropriateness of Board of Director’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 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 financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

12. 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.

13. 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.

14. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 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

15. As required by section 197(16) of the Act based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

16. As required by the Companies (Auditor''s Report) Order, 2020 (''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, to the extent applicable.

17. Further to our comments in Annexure I, as required by section 143(3) of the Act based on our audit, we report, to the extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying financial statements;

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

d) in our opinion, the aforesaid 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 2023 from being appointed as a director in terms of section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company as on 31 March 2023 and the operating effectiveness of such controls, refer to our separate Report in Annexure II wherein we have expressed an unmodified 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 31 to the financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March 2023;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2023;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 March 2023;

iv. a. The management has represented that, to the best of its knowledge and belief as disclosed in note

46(a) to the financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any persons or entities, including foreign entities (''the intermediaries''), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (''the Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief, as disclosed in note 46 (b) to the financial statements, no funds have been received by the Company from any persons or entities, including foreign entities (''the Funding Parties''), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether 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 such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.

v. The Company has not declared or paid any dividend during the year ended 31 March 2023.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules,2014 requires all companies which use accounting software for maintaining their books of account, to use such an accounting software which has a feature of audit trail, with effect from the financial year beginning on 1 April 2023 and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 (as amended) is not applicable for the current financial year.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm’s Registration No.: 001076N/N500013

Sandeep Mehta

Partner

Membership No.: 099410

UDIN: 23099410BGYGSC7653

Place: New Delhi

Date: 29 May 2023

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Mar 31, 2018

1. Report on the Audit of Ind AS Financial Statements

We have audited the accompanying Ind A S financial statements of SML Isuzu Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss, the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and summary of the significant accounting policies and other explanatory information.

2. Management''s Responsibility for the Ind AS Financial Statements

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

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

In preparing the 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 management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

3. Auditor''s Responsibility

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

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

We conducted our audit of the Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the Ind AS 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 Ind AS financial statements.

We are also responsible to 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 entity''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the opinion. Our conclusions are based on the audit evidence obtained up to the date of the auditor''s report. However, future events or conditions may cause an entity to cease to continue as a going concern.

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

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS 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 2018, its profit including other comprehensive income, changes in equity and its cash flows for the year ended on that date.

5. Report on Other Legal and Regulatory Requirements

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

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

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

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

e) On the basis of the written representations received from the directors as on 31 March 2018 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 Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

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

i. The Company has disclosed the impact of pending litigations on its financial position in its Ind AS financial statements. Refer Note 32 to the Ind AS financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts. Refer Note 16 B to the Ind AS financial statements.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

iv. The disclosures in the Ind AS financial statements regarding holdings as well as dealings in specified bank notes during the period from 8 November 2016 to 30 December 2016 have not been made since they do not pertain to the financial year ended 31 March 2018. However amounts as appearing in the audited financial statements for the period ended 31 March 2017 have been disclosed.

Annexure ‘A’ referred to in paragraph 5 (i) of the Independent Auditors’ Report to the Members of SML ISUZU Limited on the Ind AS Financial Statement for the year ended 31 March 2018, 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 programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

(ii) The inventory, except materials-in-transit and stocks lying with third parties, has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. The discrepancy noted on verification between physical stock and book records were not material and have been properly dealt with in the books of account. For stocks lying with third parties at the year-end, written confirmations have been obtained.

(iii) According to the information and explanations given to us, there are no companies, firms, limited liability partnerships or other parties covered in the register required to be maintained under Section 189 of the Companies Act, 2013 (''the Act''). Accordingly, paragraph 3(iii) of the Order is not applicable.

(iv) According to the information and explanation given to us and on the basis of our examination of the records of the Company, the Company has not given any loans, or made any investments, or provided any guarantee, or security as specified under Section 185 and 186 of the Companies Act, 2013. Accordingly, paragraph 3(iv) of the Order is not applicable.

(v) The Company has not accepted any deposits covered under Section 73 to 76 of the Act or other provisions of the Act and rules framed thereunder.

(vi) The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act, for any of the products manufactured/ Services rendered by the Company.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident fund, Employees'' State Insurance, Income-Tax, Goods and Service Tax (''GST''), Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Employees'' State Insurance, Income-Tax, GST, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other statutory dues were in arrears as at 31 March 2018 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of Duty of Customs, Income-Tax, GST , Sales Tax, Service Tax, Duty of Excise and Value Added Tax which have not been deposited by the Company on account of disputes except as mentioned below:

Name of the statute	Nature of dues	Amount disputed Rs.Lakhs	Amount deposited Rs. Lakhs	Period to which the amount relates	Forum where dispute is pending
Central Excise Act, 1944	Excise duty	4.25 (includes penalty Rs. 2.12 lakhs)	2.13	Apr 2000 to Mar 2004	Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Central Excise Act, 1944	Excise Duty	1.94	Nil	Oct 2004 to Mar 2005	The Supreme Court of India
Finance Act, 1994	Service Tax	5.70 (includes penalty Rs. 2.85 lakhs)	Nil	2005-2006	Commissioner (Appeals)
Finance Act, 1994	Service Tax	5.70 (includes penalty Rs. 2.85 lakhs)	Nil	2005-2006	Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Central Excise Act, 1944	Excise Duty	1.89	Nil	Oct 2006 to Jun 2008	Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Finance Act, 1994	Service Tax	4.26 (includes penalty Rs. 2.13 lakhs)	Nil	Apr 2006 to Dec. 2008	Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Finance Act, 1994	Service Tax	3.36	Nil	Apr 2006 to Dec. 2008	Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Central Excise Act, 1944	Excise Duty	3.62 (includes penalty Rs. 1.81 lakhs)	Nil	Apr 2008 to Jun 2009	Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Finance Act, 1994	Service Tax	1.15	Nil	Jun 2009 to Mar 2011	Commissioner (Appeals)
Central Excise Act, 1944	Excise Duty	25.00	Nil	Dec 2008 to Jul 2009	Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Finance Act, 1994	Service Tax	8.66	Nil	Oct 2009 to Sep. 2010	Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Central Excise Act, 1944	Excise Duty	4.05 (includes penalty Rs. 1.83 lakhs)	Nil	Apr. 2010 to Sep 2011	Customs Excise and Service Tax Appellate Tribunal (CESTAT)
	Sub-Total (A)	69.58	2.13
Central Sales Tax Act, 1956	Sales Tax	218.23	87.30	Apr 2000 to Sep 2000	Sales Tax appellate Tribunal, Chandigarh

Punjab VAT Act, 2005	Valued Added Tax	1.57	0.39	Aug 2007	Deputy Excise and Taxation Commissioner-cum-Joint Director Enforcement, Patiala
U P Trade Tax Act, 1948	Sales Tax	15.94	7.20	1993-1994	Additional Commissioner (Appeals), Lucknow
U P Trade Tax Act, 1948	Sales Tax	5.80	0.87	2005-06	Assistant Commissioner Grade-II
Gujarat Sales Tax Act	Sales Tax	161.68	Nil	2008-09	Joint Commercial Tax Commissioner (Appeals)
The West Bengal Value Added Tax Rules, 2005	Value Added Tax	5.80	Nil	2008-2009	Assistant Officer Sales Tax
The West Bengal Value Added Tax Rules, 2005	Value Added Tax	8.51	Nil	2009-2010	W.B.C.T. Appellate & Revisional Board
The West Bengal Value Added Tax Rules, 2005	Sales Tax	5.70	Nil	2009-2010	W.B.C.T. Appellate & Revisional Board
Kerala Value Added Tax Rules, 2005	Value Added Tax	1.42	0.43	2010-2011	Assistant Commissioner Special Circle-Trivandrum
Kerala Value Added Tax Rules, 2005	Value Added Tax	93.40	28.02	2011-2012	Assistant Commissioner Special Circle-Trivandrum
Kerala Value Added Tax Rules, 2005	Value Added Tax	2.56	0.76	2011-2012	Assistant Commissioner Special Circle-Trivandrum
The West Bengal Value Added Tax Rules, 2005	Entry Tax	1.13	Nil	2012-2013	W.B.C.T. Appellate & Revisional Board, Bench-VI
Central Sales Tax Act, 1956	Sales Tax	3.17	Nil	2012-2013	Sr. JCCT/LTO-W.B.
U P Trade Tax Act, 1948	Sales Tax	6.88	4.98	2016-2017	Assistant Commissioner Ghaziabad
AP VAT Act 2005	Value Added Tax	3.55	0.44	2016-2017	Assistant Officer and Deputy Commercial Tax Officer Vijayawada
AP VAT Act 2005	Value Added Tax	210.25	26.28	2013-2014 to 2015-16	The Appellate Joint Commissioner
	Sub-Total (B)	745.59	156.67

Income-tax Act, 1961	Income-tax	101.55	88.61	FY 2004-05	Income-tax Appellate Tribunal
Income-tax Act, 1961	Income-tax	94.79	94.79	FY 2005-06	Income-tax Appellate Tribunal
Income-tax Act, 1961	Income-tax	137.10	137.10	FY 2006-07	Income-tax Appellate Tribunal
Income-tax Act, 1961	Income-tax	50.88	50.88	FY 2005-06	Income-tax Appellate Tribunal
Income-tax Act, 1961	Income-tax	476.33	476.33	FY 2007-08	Income-tax Appellate Tribunal
Income-tax Act, 1961	Income-tax	42.41	Nil	FY 2008-09	Income-tax Appellate Tribunal
Income-tax Act, 1961	Income-tax	82.82	82.82	FY 2006-07	Income-tax Appellate Tribunal
Income-tax Act, 1961	Income-tax	39.30	Nil	FY 2009-10	Income-tax Appellate Tribunal
Income-tax Act, 1961	Income-tax	55.94	Nil	FY 2010-11	Income-tax Appellate Tribunal
Income-tax Act, 1961	Income-tax	31.86	15.44	FY 2011-12	Income-tax Appellate Tribunal
Income-tax Act, 1961	Income-tax	146.00	Nil	FY 2007-08	Income-tax Appellate Tribunal
Income-tax Act, 1961	Income-tax	55.75	Nil	FY 2012-13	Income-tax Appellate Tribunal
Income-tax Act, 1961	Income-tax	34.16	Nil	FY 2013-14	Commissioner of Income-Tax (appeals)
Income-tax	Income-tax Act, 1961	189.58	25.00	FY 2014-15	Commissioner of Income-Tax (appeals)
	Sub Total (C)	1,538.47	970.97
	Total (A B C)	2,353.64	1,129.77

(viii) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks. Further, the Company did not have any outstanding dues to any financial institutions, government or debenture holders during the year.

(ix) According to the information and explanations given to us, the term loan taken by the Company has been applied for the purposes for which it was raised. However, pending utilization of term loan, the funds amounting to Rs. 1,135 lakhs were temporarily invested in fixed deposits. Also, refer to note 10 to the financial statements. According to the information and explanation given to us, the Company has not raised any money by way of initial public offer (including debt instruments) or further public offer during the year.

(x) According to the information and explanations given to us, no significant fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit for the year.

(xi) According to the information and explanations given to us and based on our examination of the records of the Company,the Company has paid managerial remuneration in excess of amounts as laid down under the provisions of Section 197 read with Schedule V to the Act to its Managing Director & CEO and Whole-time Director & CFO. As informed to us, approval from shareholders will be sought in the ensuing Annual General Meeting (''AGM'') and if the shareholder approval is not received then the excess amount will be recovered by the Company from such directors, as also confirmed by the respective directors.

(xii) According to the information and explanations given to us, the Company is not a nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the Ind AS financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3 (xiv) of the order is not applicable.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with them. Accordingly, paragraph 3(xv) of the Order is not applicable.

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

Annexure B referred to in paragraph 5 (ii)(f) of the Independent Auditor''s Report of even date to the Members of SML Isuzu Limited being report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial statements with reference to financial statements of SML Isuzu Limited ("the Company") as of 31 March 2018 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial statement 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 (''ICAI''). 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 its 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

Our responsibility is to express an opinion on the Company''s internal financial controls over financial statements with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. 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 internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to the financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, 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 Ind AS financial statements, whether due to fraud or error.

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 internal financial controls system over financial statements.

Meaning of Internal Financial Controls with reference to Financial Statements

A company''s internal financial control with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial statements and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control with reference to financial statements 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 with reference to Financial Statements

Because of the inherent limitations of internal financial controls with reference to financial statements, 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 internal financial controls with reference to Financial Statements to future periods are subject to the risk that the internal financial control with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system with reference to the Ind AS financial statements and such internal financial controls with reference to the Ind AS financial statements were operating effectively as at 31 March 2018, based on the internal control with reference to financial statements 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 B S R & Associates LLP

Chartered Accountants

Firm Registration No.: 116231W/W-100024

Rajesh Arora

Place: New Delhi Partner

Date : 23 May, 2018 Membership No. 076124

---

Mar 31, 2017

1. Report on the Financial Statements

We have audited the accompanying financial statements of SML Isuzu Limited (‘the Company’), which comprise the Balance Sheet as at 31 March 2017, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

2. Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation 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 specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditor’s Responsibility

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

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

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

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

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

4. Opinion

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

5. Report on Other Legal and Regulatory Requirements

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

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

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of the written representations received from the directors as on 31 March 2017 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 Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”; 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 has disclosed the impact of pending litigations on its financial position in its financial statements - Refer to Note 29 to the financial statements;

ii. The Company has made provisions, as required under the applicable law, or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts.

iii. There has been no delay in transferring amount, required to be transferred, to the Investor Education and Protection Fund by the Company.

iv. The Company has provided requisite disclosures with regard to the holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016. Based on audit procedures performed by us and relying on the management representation we report that the disclosures are in accordance with the books of accounts maintained by the Company and as produced to us by the Management. Also refer to note 34 to the financial statements.

Annexure-A to the Auditors’ Report

Annexure A referred to in paragraph 5 (i) of the Independent Auditors’ Report to the Members of SML ISUZU Limited on the accounts for the year ended 31 March 2017, 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 programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

(ii) The inventory, except materials-in-transit and stock lying with third parties, has been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of such verification is reasonable. For stocks lying with third parties at the year-end, written confirmations have been obtained.

(iii) According to the information and explanations given to us, we are of the opinion that there are no companies, firms, limited liabilities partnerships or other parties covered in the register required to be maintained under Section 189 of the Companies Act, 2013 (‘the Act’). Accordingly, paragraph 3(iii) of the Order is not applicable.

(iv) The Company has not given any loans, or made any investments, or provided any guarantee, or security as specified under Section 185 and 186 of the Act. Accordingly, paragraph 3(iv) of the Order is not applicable.

(v) The Company has not accepted any deposits covered under Section 73 to 76 or other provisions of the Act and rules framed thereunder.

(vi) The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act, for any of the products manufactured / services rendered by the Company.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax and other statutory dues were in arrears as on 31 March 2017 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of Duty of Customs, Income-Tax, Sales Tax, Service Tax, Duty of Excise and Value Added Tax which have not been deposited by the Company on account of disputes except as mentioned below:

Name of the statute	Nature of dues	Amount disputed Rs. Lakhs	Amount deposited Rs. Lakhs	Period to which the amount relates	Forum where dispute is pending
Central Excise Act, 1944	Excise duty	4.25 (includes penalty Rs. 2.12 lakhs)	2.13	Apr 2000 to Mar 2004	Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Central Excise Act, 1944	Excise Duty	1.94	Nil	Oct 2004 to Mar 2005	The Supreme Court of India
Finance Act, 1994	Service Tax	5.70 (includes penalty Rs. 2.85 lakhs)	Nil	2005-2006	Commissioner (Appeals)
Finance Act, 1994	Service Tax	5.70 (includes penalty Rs. 2.85 lakhs)	Nil	2005-2006	Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Central Excise Act, 1944	Excise Duty	1.89	Nil	Oct 2006 to Jun 2008	Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Finance Act, 1994	Service Tax	4.26 (includes penalty Rs. 2.13 lakhs)	Nil	Apr 2006 to Dec. 2008	Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Finance Act, 1994	Service Tax	3.36	Nil	Apr 2006 to Dec. 2008	Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Central Excise Act, 1944	Excise Duty	3.62 (includes penalty Rs. 1.81 lakhs)	Nil	Apr 2008 to Jun 2009	Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Finance Act, 1994	Service Tax	1.15	Nil	Jun 2009 to Mar 2011	Commissioner (Appeals)
Central Excise Act, 1944	Excise Duty	25.00	Nil	Dec 2008 to Jul 2009	Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Finance Act, 1994	Service Tax	8.66	Nil	Oct 2009 to Sep. 2010	Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Central Excise Act, 1944	Excise Duty	4.05 (includes penalty Rs. 1.83 lakhs)	Nil	Apr. 2010 to Sep 2011	Customs Excise and Service Tax Appellate Tribunal (CESTAT)
	Sub-Total (A)	69.58	2.13
Central Sales Tax Act, 1956	Sales Tax	218.23	87.30	Apr 2000 to Sep 2000	Sales Tax appellate Tribunal, Chandigarh

Punjab VAT Act, 2005	Valued Added Tax	1.57	0.39	Aug 2007	Deputy Excise and Taxation Commissioner-cum-Joint Director Enforcement, Patiala
U P Trade Tax Act, 1948	Sales Tax	15.94	7.20	1993-1994	Additional Commissioner (Appeals), Lucknow
U P Trade Tax Act, 1948	Sales Tax	5.80	0.87	2005-06	Assistant Commissioner Grade-II
Gujarat Sales Tax Act	Sales Tax	161.68	Nil	2008-09	Joint Commercial Tax Commissioner (Appeals)
The West Bengal Value Added Tax Rules, 2005	Value Added Tax	5.80	Nil	2008-2009	Assessing Officer Sales Tax
The West Bengal Value Added Tax Rules, 2005	Value Added Tax	8.51	Nil	2009-2010	W.B.C.T. Appellate & Revisional Board
The West Bengal Value Added Tax Rules, 2005	Sales Tax	5.70	Nil	2009-2010	W.B.C.T. Appellate & Revisional Board
Kerala Value Added Tax Rules, 2005	Value Added Tax	1.42	0.43	2010-2011	Assistant Commissioner Special Circle-Trivandrum
Kerala Value Added Tax Rules, 2005	Value Added Tax	93.40	28.02	2011-2012	Assistant Commissioner Special Circle-Trivandrum
Kerala Value Added Tax Rules, 2005	Value Added Tax	2.56	0.76	2011-2012	Assistant Commissioner Special Circle-Trivandrum
Patna Sales Tax Tribunal	Sales Tax	2.36	0.45	2012-13	Patna Sales Tax Tribunal
Karnataka Value Added Tax Act, 2003	Value Added Tax	526.51	Nil	2012-2013	The Assistant Commissioner of Commercial Taxes, Hubli
The West Bengal Value Added Tax Rules, 2005	Entry Tax	1.13	Nil	2012-2013	W.B.C.T. Appellate & Revisional Board, Bench-VI
Central Sales Tax Act, 1956	Sales Tax	3.17	Nil	2012-2013	Sr. JCCT/LTO-W.B.
Central Sales Tax Act, 1956	Sales Tax	60.03	Nil	2012-2013	Deputy Commissioner of Sales Tax - Pune

U P Trade Tax Act, 1948	Value Added Tax	6.88	4.98	2016-2017	Assistant Commissioner Ghaziabad
AP VAT Act 2005	Value Added Tax	3.55	2.21	2016-2017	Administrative Officer and Deputy Commercial Tax Officer Vijayawada
The West Bengal Value Added Tax Rules, 2005	Entry Tax	91.52	Nil	2013-2017	Additional Commissioner, Commercial Taxes, W.B.
	Sub-Total (B)	1,215.76	132.61
Income-tax Act, 1961	Income-tax	101.55	88.61	FY 2004-05	Income-tax Appellate Tribunal
Income-tax Act, 1961	Income-tax	94.79	94.79	FY 2005-06	Income-tax Appellate Tribunal
Income-tax Act, 1961	Income-tax	137.10	137.10	FY 2006-07	Income-tax Appellate Tribunal
Income-tax Act, 1961	Income-tax	50.88	50.88	FY 2005-06	Income-tax Appellate Tribunal
Income-tax Act, 1961	Income-tax	476.33	476.33	FY 2007-08	Income-tax Appellate Tribunal
Income-tax Act, 1961	Income-tax	42.41	Nil	FY 2008-09	Income-tax Appellate Tribunal
Income-tax Act, 1961	Income-tax	82.82	82.82	FY 2006-07	Income-tax Appellate Tribunal
Income-tax Act, 1961	Income-tax	39.30	Nil	FY 2009-10	Income-tax Appellate Tribunal
Income-tax Act, 1961	Income-tax	54.64	Nil	FY 2010-11	Income-tax Appellate Tribunal
Income-tax Act, 1961	Income-tax	31.86	15.44	FY 2011-12	Income-tax Appellate Tribunal (
Income-tax Act, 1961	Income-tax	112.00	Nil	FY 2007-08	Income-tax Appellate Tribunal
Income-tax Act, 1961	Income-tax	55.94	Nil	FY 2012-13	Income-tax Appellate Tribunal
	Sub Total (C)	1,279.62	945.97
	Total (A B C)	2,564.96	1,080.71

(viii) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks. Further, according to the information and explanations given to us, the Company did not have any outstanding dues to any financial institutions, government or debenture holders during the year.

(ix) According to the information and explanations given to us, the term loan taken by the Company has been applied for the purposes for which it was raised. As informed to us, the Company has not raised any moneys by way of initial public offer (including debt instruments) or further public offer.

(x) According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit for the year.

(xi) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

(xii) According to the information and explanations given to us, the Company is not a nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3(xiv) of the order is not applicable.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

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

For B S R & Associates LLP

Chartered Accountants

Firm Registration No.: 116231W/W-100024

Rajesh Arora

Place: New Delhi Partner

Date : 10 May 2017 Membership No.: 076124

---

Mar 31, 2016

Report on the Financial Statements

We have audited the accompanying financial statements of SML Isuzu 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 significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation 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 specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

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

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

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2016 and its profit and its cash flows for the year ended on that date.

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub section (11) of section 143 of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the order.

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

(a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) on the basis of the written representations received from the directors as on 31 March 2016 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) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B"; 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 has disclosed the impact of pending litigations on its financial position in its financial statements

- Refer note 27 to the financial statements;

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

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

The Annexure referred to in Independent Auditor''s Report to the members of the Company on the financial statements for the year ended 31 March 2016, 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 programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

(ii) The inventory, except materials-in-transit and stock lying with third parties, has been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of such verification is reasonable. For stocks lying with third parties at the year-end, written confirmations have been obtained.

(iii) According to the information and explanations given to us, we are of the opinion that there are no companies, firms or other parties covered in the register required under Section 189 of the Companies Act, 2013 (''the Act''). Accordingly, paragraph 3(iii) of the Order is not applicable.

(iv) The Company has not given any loans, or made any investments, or provided any guarantee, or security as specified under Section 185 and 186 of the Companies Act, 2013. Accordingly, paragraph 3(iv) of the Order is not applicable.

(v) The Company has not accepted any deposits covered under Section 73 to 76 of the Act.

(vi) The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act, for any of the activities carried out by the Company.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the

Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales tax, service tax, duty of customs, duty of excise, value added tax and other statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees'' state insurance, income-tax, sales tax, service tax, duty of customs, duty of excise, value added tax and other statutory dues were in arrears as on 31 March 2016 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of duty of customs which have not been deposited with the appropriate authorities on account of any dispute. Further, according to information and explanations given to us, except as stated below, there are no dues of income-tax, sales tax, service tax, duty of excise and value added tax which have not been deposited by the Company on account of disputes:

Name of the statute	Nature of dues	Amount disputed Rs. Lakhs	Amount deposited Rs. Lakhs	Period to which the amount relates	Forum where dispute is pending
Central Excise Act, 1944	Excise duty	4.25 (includes penalty Rs. 2.12 lakhs)	2.13	Apr 2000 to Mar 2004	Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Finance Act, 1994	Service Tax	5.70 (includes penalty Rs. 2.85 lakhs)	Nil	2005-2006	Commissioner (Appeals)
Finance Act, 1994	Service Tax	5.70 (includes penalty Rs. 2.85 lakhs)	Nil	2005-2006	Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Central Excise Act, 1944	Excise Duty	3.19 (includes penalty Rs. 0.30 lakhs)	Nil	Jan 2004 to Sep 2004	Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Central Excise Act, 1944	Excise Duty	1.94	Nil	Oct 2004 Mar 2005	The Supreme Court
Central Excise Act, 1944	Excise Duty	1.89	Nil	Oct 2006 to Jun 2008	Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Central Excise Act, 1944	Excise Duty	5.79 (includes penalty Rs. 2.90 lakhs)	Nil	Apr 2005 to Jan 2006	Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Finance Act, 1994	Service Tax	4.26 (includes penalty Rs. 2.13 lakhs)	Nil	Apr 2006 to Dec 2008	Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Finance Act, 1994	Service Tax	3.36	Nil	Apr 2006 to Dec 2008	Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Finance Act, 1994	Service Tax	1.15	Nil	Jun 2009 to Mar 2011	Commissioner (Appeals)
Central Excise Act, 1944	Excise Duty	3.62 (includes penalty Rs. 1.81 lakhs)	Nil	Apr 2008 to Jun 2009	Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Central Excise Act, 1944	Excise Duty	4.05 (includes penalty Rs. 1.83 lakhs)	Nil	Apr 2010 to Sep 2011	Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Central Excise Act, 1944	Excise Duty	25.00	Nil	Dec 2008 to Jul 2009	Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Central Excise Act, 1944	Excise Duty	300.00	Nil	Apr 2005 to Nov 2009	Customs Excise and Service Tax Appellate Tribunal (CESTAT)

Finance Act, 1944	Service Tax	8.66	Nil	Oct 2009 to Sep 2010	Customs Excise and Service Tax Appellate Tribunal (CESTAT)
	Sub Total	378.56	2.13
Central Sales Tax Act, 1956	Sales Tax	218.23	87.30	Apr 2000 to Sep 2000	Sales Tax appellate Tribunal, Chandigarh
Punjab VAT Act, 2005	Valued Added Tax	1.57	0.39	Aug 2007	Deputy Excise and Taxation Commissioner cum Joint Director Enforcement, Patiala
U P Trade Tax Act, 1948	Sales Tax	15.94	7.20	1993-1994	Additional Commissioner (Appeals), Lucknow
Punjab VAT Act, 2005	Valued Added Tax	67.76	67.76	2009-2010	Excise and Taxation Offricer cum Designated Officer
Gujarat Sales Tax Act	Sales Tax	161.68	Nil	2008-09	Joint Commercial Tax Commissioner (Appeals)
U P Trade Tax Act, 1948	Sales Tax	5.80	0.87	2005-06	Assistant Commissioner grade-II
Kerala Value Added Tax Rules, 2005	Value Added Tax	93.40	28.02	2011-12	Assistant Commissioner Special Circle-Trivandrum
Maharashtra Value Added Tax Act-2002	Valued Added Tax	84.49	45.26	2008-09	Joint Commercial Tax Commissioner (Appeals)
Kerala Value Added Tax Rules, 2005	Value Added Tax	1.42	0.43	2010-11	Assistant Commissioner Special Circle-Trivandrum
Kerala Value Added Tax Rules, 2005	Value Added Tax	2.56	0.76	2011-12	Assistant Commissioner Special Circle-Trivandrum
Patna Sales Tax Tribunal	Sales Tax	2.36	0.45	2012-13	Patna Sales Tax Tribunal
	Sub Total	655.21	238.44
Income-tax Act, 1961	Income-tax	101.55	88.61	FY 2004-05	Income-tax Appellate Tribunal
Income-tax Act, 1961	Income-tax	94.79	94.79	FY 2005-06	Income-tax Appellate Tribunal
Income-tax Act, 1961	Income-tax	137.10	137.10	FY 2006-07	Income-tax Appellate Tribunal
Income-tax Act, 1961	Income-tax	50.88	50.88	FY 2005-06	Income-tax Appellate Tribunal
Income-tax Act, 1961	Income-tax	476.33	476.33	FY 2007-08	Income-tax Appellate Tribunal

Income-tax Act, 1961	Income-tax	42.41	Nil		FY 2008-09	Income-tax Appellate Tribunal
Income-tax Act, 1961	Income-tax	82.82	82.82	FY 2006-07		Income-tax Appellate Tribunal
Income-tax Act, 1961	Income-tax	39.30	Nil	FY 2009-10		Income-tax Appellate Tribunal
Income-tax Act, 1961	Income-tax	54.64	Nil	FY 2010-11		Commissioner of Income-tax (appeals)
Income-tax Act, 1961	Income-tax	31.86	15.44	FY 2011-12		Commissioner of Income-tax (appeals)
	Sub Total	1,111.68	945.97

(viii) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks. Further, according to the information and explanations given to us, the Company did not have any outstanding dues to any financial institutions, government or debenture holders during the year.

(ix) According to the information and explanations given to us, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3(ix) of the Order is not applicable.

(x) According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

(xi) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

(xii) According to the information and explanations given to us, the Company is not a nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

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

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act”)

We have audited the internal financial controls over financial reporting of SML Isuzu Limited ("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.

Management''s Responsibility for Internal Financial Controls

The Company''s management 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 (''ICAI''). 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 its 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 Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. 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 internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, 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.

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 internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting 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 internal financial control over financial reporting 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.

Because of the inherent limitations of internal financial controls over financial reporting, 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 internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system 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 B S R & Associates LLP

Chartered Accountants

Firm Registration No.: 116231W/W-100024

Manish Gupta

Place: New Delhi Partner

Date : 10 May 2016 Membership No.: 095037

---

Mar 31, 2015

We have audited the accompanying financial statements of SML Isuzu Limited ('the Company'), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, 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 Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's responsibility

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

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2015 and its profit and its cash flows for the year ended on that date.

Report on other legal and regulatory requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

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

a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c. the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 ;

e. on the basis of written representations received from the directors as on 31 March 2015 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 Act; and

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer to Note 27 of the financial statements;

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

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT

The Annexure referred to in our Independent Auditor's Report to the members of the Company on the financial statements for the year ended 31 March 2015, we report that:

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

(b) As explained to us, the Company has a regular programme of physical verification of its fixed assets in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were physically verified by the Company during the current year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its fixed assets. No material discrepancies were noticed on such verification.

(ii) (a) The inventory, except materials-in-transit and stock lying with third parties, has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. For stocks lying with third parties at the year-end, written confirmations have been obtained.

(b) The procedures for the physical verification of inventories 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. No material discrepancies were noticed on verification between the physical stocks and the book records.

(iii) According to the information and explanations given to us, we are of the opinion that there are no companies, firms or other parties covered in the register required under section 189 of the Companies Act, 2013. Accordingly, paragraph 3(iii) of the Order is not applicable.

(iv) In our opinion and according to the information and explanations given to us, and having regard to the explanation that purchase of certain items of inventories and fixed assets are for the Company's specialised requirements and therefore suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets, and with regard to sale of goods and services.Considering the size of the Company and the nature of its business, internal control procedures over obtaining comparable quotations for purchase of inventories and fixed assets have been strengthened during the year. We have not observed any major weakness in the internal control system during the course of the audit.

(v) The Company has not accepted any deposits covered under Section 73 to 76 of the Act.

(vi) The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act for any of the activities carried out by the Company.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, employees' state insurance, income tax, sles tax, wealth tax,service tax, duty of customs, duty of excise, value added tax and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of wealth tax, duty of customs and cess which have not been deposited with the appropriate authorities on account of any dispute. Further, according to the information and explanations given to us, except as stated below, there are no dues of income tax, sales tax, service tax, duty of excise and value added tax which have not been deposited by the Company on account of disputes:

Name of Particulars Amount Amount the statute Disputed Deposited Rs. Lakhs Rs. Lakhs

Central Demand raised for difference 218.23 87.30 Sales Tax in the rate of tax Act, 1956



Punjab VAT Vehicles impounded & 1.57 0.39 Act, 2005 demand raised due to discrepancy in / inadequacy of documents

U P Trade Demand raised due to sales 15.94 7.20 Tax Act, 1948 tax rate difference.

Punjab VAT Wrong input tax credit taken 67.76 67.76 Act, 2005 in the returns

Gujarat Sales return/branch transfers 161.68 Nil Sales Tax documents could not be Act, 1969 produced during the assessment, so the tax on the sales return amount has been charged by the department.

U P Trade Rejection of Form 3D 5.80 0.87 Tax Act, (UPSRTC Department) 1948 2005-2006

Karnataka Rejection of Input Tax credit 1.19 0.36 Value Added against the warranty claim bills Tax Act, 2006-07 2003

Karnataka Rejection of Input Tax credit 1.48 0.44 Value Added against the warranty claim bills Tax Act, 2007-2008. 2003

Kerala Value Rejection of F forms due to 93.40 28.02 Added Tax some clerical error Rules, 2005

Maharashtra Sales return/branch transfers 84.49 45.26 Value Added documents could not be Tax Act-2002 produced during the

assessment, so the tax on the sales return amount more than six months has been charged by the department

Kerala Value Stock Yard Address not 1.42 0.43 Added Tax mentioned on Invoice Rules, 2005

Kerala Value Non-availability Sufficient 2.56 0.77 Added Tax information & documents Rules, 2005

Bihar Value Delay in submission of 2.36 0.45 Added Tax F forms Rules, 2005

Sub Total 657.88 239.25

Central Demand raised to 4.25 2.13 Excise Act, re-determine the assessable (includes 1944 value of components penalty supplied to spare parts Rs. 2.12 lakhs) division under Rule 7 of Valuation Rules

Central Demand raised for non- 3.19 Nil Excise Act, inclusion of cost of publicity (includes 1944 items sold to dealers on penalty trading basis as part of Rs 0.30 Transaction Value lakhs)

Central Inadmissible Service tax 5.70 Nil Excise Act, credit utilized for payment of (includes 1944 service tax liability resulting penalty in short payment of excise & Rs. 2.85 service tax liability lakhs)

Finance Act, Denial of utilization of 5.70 Nil 1994 service tax credit for payment (includes of service tax liability penalty ) Rs 2.85 lakhs

Central Demand raised for non- 1.94 Nil Excise Act, inclusion of cost of publicity 1944 items sold to dealers on trading basis as part of Transaction Value

Central Demand raised for non- 1.89 Nil Excise Act, inclusion of cost of publicity 1944 items sold to dealers on trading basis as part of Transaction Value

Central Demand raised for non- 5.79 Nil Excise Act, inclusion of cost of publicity (includes 1944 items sold to dealers on penalty trading basis as part of Rs. 2.90 Transaction Value lacs)

Finance Act, Demand raised for Service 4.26 Nil 1994 Tax Credit taken on Canteen (includes services where part of cost of penalty food recovered from employees Rs. 2.13 lacs)

Finance Act, Demand raised for Service 3.36 Nil 1994 Tax Credit taken on Canteen services provided to employees where cost of food borne by the Company.

Central Demand raised for levy of 3.62 Nil Excise Act, Education Cess and (includes 1944 Secondary Higher Education penalty Cess on Automobile Cess Rs. 1.81 lakhs)

Central Demand raised for levy of 4.05 Nil Excise Act, Education Cess and Secon- (includes 1944 dary Higher Education Cess penalty on Automobile Cess Paid Rs.1.83 lakhs

Central Imposition of penalty in 25.00 Nil Excise Act, relation to non compliance 1944 of Rule 10A by body builder

Central Imposition of penalty in 300.00 Nil Excise Act, relation to Classification 1944 dispute of Ambulances fabricated & cleared from premises of body builder

Finance Act, Service Tax credit taken 8.66 Nil 1994 on Freight & Insurance incurred from Place of Removal

Finance Act, Penalty imposed on Service 0.93 Nil 1994 Tax credit wrongly taken

Finance Act, Penalty imposed on wrong 1.15 Nil 1994 availment and reversal of Service Tax Credit on Canteen Service provided to the tune of cost recovered from Employees by the Company

Sub Total 379.49 2.13

Income Tax, Demand raised on 101.55 88.61 1961 disallowance of expenses, loading of statutory dues on Work-in-Progress under section 145(A) of Income Tax Act, 1961 and weighted R&D deduction.

Income Tax, Demand raised on 94.79 94.79 1961 disallowance of expenses, loading of statutory dues on Work-in-Progress under section 145(A) of Income Tax Act, 1961 and weighted R&D deduction.

Income Tax, Demand raised on 137.10 137.10 Act, 1961 disallowance of expenses, loading of statutory dues on Work-in-Progress under section 145A of Income Tax Act, 1961 and weighted R&D deduction.

Income Tax Demand raised under section 50.88 50.88 Act, 1961 271(1)(c) of Income Tax Act, 1961

Income Tax Demand raised on 476.33 476.33 Act, 1961 disallowance of revenue expenditure incurred on expansion of business, excess provision made on account of Warranty, bad debts written off, interest on utilization of loan, Work-in- Progress under section 145A of Income Tax Act, 1961

Income Tax Demand raised on account 42.41 Nil Act, 1961 Excise of Duty not loaded on Work-in-Progress u/s 145A

Income Tax Demand raised u/s 271(1)(c) 82.82 82.82 Act, 1961

Income Tax Demand raised on account of 39.30 Nil Act, 1961 Excise Duty not loaded on Work-in-Progress u/s 145A

Income Tax Demand raised on account 54.64 Nil Act, 1961 of Excise Duty not loaded on Work-in-Progress u/s 145A

Sub Total 1,079.82 930.53

Name of Particulars Period to the statute which the amount relates

Central Demand raised for difference 1st April 2000 Sales Tax in the rate of tax to 30th Act, 1956 September 2000

Punjab VAT Vehicles impounded & August, 2007 Act, 2005 demand raised due to discrepancy in / inadequacy of documents

U P Trade Demand raised due to sales 1993-94 Tax Act, tax rate difference. 1948

Punjab VAT Wrong input tax credit taken 2009-10 Act, 2005 in the returns

Gujarat Sales return/branch transfers 2008-09 Sales Tax documents could not be Act, 1969 produced during the assessment, so the tax on the sales return amount has been charged by the department.

U P Trade Rejection of Form 3D 2005-06 Tax Act, (UPSRTC Department) 1948 2005-2006

Karnataka Rejection of Input Tax credit 2006-07 Value Added against the warranty claim bills Tax Act, 2006-07 2003

Karnataka Rejection of Input Tax credit 2007-08 Value Added against the warranty claim bills Tax Act, 2007-2008. 2003

Kerala Value Rejection of F forms due to 2011-12 Added Tax some clerical error Rules, 2005

Maharashtra Sales return/branch transfers 2008-09 Value Added documents could not be Tax Act-2002 produced during the assessment, so the tax on the sales return amount more than six months has been charged by the department

Kerala Value Stock Yard Address not 2010-11 Added Tax mentioned on Invoice Rules, 2005

Kerala Value Non-availability Sufficient 2011-12 Added Tax information & documents Rules, 2005

Bihar Value Delay in submission of 2012-13 Added Tax F forms Rules, 2005

Sub Total

Central Demand raised to 1 April, 2000 Excise Act, re-determine the assessable to 31 March, 1944 value of components 2004 supplied to spare parts

division under Rule 7 of Valuation Rules

Central Demand raised for non- 1 January, Excise Act, inclusion of cost of publicity 2004 to 30 1944 items sold to dealers on September, trading basis as part of 2004 Transaction Value

Central Inadmissible Service tax 2005-06 Excise Act, credit utilized for payment of 1944 service tax liability resulting in short payment of excise & service tax liability

Finance Act, Denial of utilization of 2005-06 1994 service tax credit for payment of service tax liability



Central Demand raised for non- October-2004 Excise Act, inclusion of cost of publicity to March-2005 1944 items sold to dealers on trading basis as part of Transaction Value

Central Demand raised for non- October-2006 Excise Act, inclusion of cost of publicity to June-2008 1944 items sold to dealers on trading basis as part of Transaction Value

Central Demand raised for non- April-2005 Excise Act, inclusion of cost of publicity to January- 1944 items sold to dealers on 2006 trading basis as part of Transaction Value

Finance Act, Demand raised for Service April-2006 1994 Tax Credit taken on Canteen to December services where part of cost of 2008 food recovered from employees

Finance Act, Demand raised for Service April-2006 to 1994 Tax Credit taken on Canteen December- services provided to 2008 employees where cost of food borne by the Company.

Central Demand raised for levy of April -2008 to Excise Act, Education Cess and June -2009 1944 Secondary Higher Education Cess on Automobile Cess

Central Demand raised for levy of April-2010 to Excise Act, Education Cess and Secon- September- 1944 dary Higher Education Cess 2011 on Automobile Cess Paid

Central Imposition of penalty in Dec.-2008 to Excise Act, relation to non compliance July-2009 1944 of Rule 10A by body builder

Central Imposition of penalty in April 2005 - Excise Act, relation to Classification to Nov-2009 1944 dispute of Ambulances fabricated & cleared from premises of body builder

Finance Act, Service Tax credit taken 01 March 2006 1994 on Freight & Insurance to 28 Feb-2008 incurred from Place of Removal

Finance Act, Penalty imposed on Service 01 Oct. 2009 1994 Tax credit wrongly taken to 30 Sep.2010

Finance Act, Penalty imposed on wrong 01 June 2009 1994 availment and reversal of to 31 March Service Tax Credit on 2011 Canteen Service provided to the tune of cost recovered from Employees by the Company

Sub Total

Income Tax, Demand raised on 2004-05 1961 disallowance of expenses, loading of statutory dues on Work-in-Progress under section 145(A) of Income Tax Act, 1961 and weighted R&D deduction.

Income Tax, Demand raised on 2005-06 1961 disallowance of expenses, loading of statutory dues on Work-in-Progress under section 145(A) of Income Tax Act, 1961 and weighted R&D deduction.

Income Tax, Demand raised on 2006-07 Act, 1961 disallowance of expenses, loading of statutory dues on Work-in-Progress under section 145A of Income Tax Act, 1961 and weighted R&D deduction.

Income Tax Demand raised under section 2005-06 Act, 1961 271(1)(c) of Income Tax Act, 1961

Income Tax Demand raised on 2007-08 Act, 1961 disallowance of revenue expenditure incurred on expansion of business, excess provision made on account of Warranty, bad debts written off, interest on utilization of loan, Work-in- Progress under section 145A of Income Tax Act, 1961

Income Tax Demand raised on account 2008-09 Act, 1961 Excise of Duty not loaded on Work-in-Progress u/s 145A

Income Tax Demand raised u/s 271(1)(c) 2006-07 Act, 1961

Income Tax Demand raised on account of 2009-10 Act, 1961 Excise Duty not loaded on Work-in-Progress u/s 145A

Income Tax Demand raised on account 2010-11 Act, 1961 of Excise Duty not loaded on Work-in-Progress u/s 145A

Sub Total

Name of Particulars Forum where the the statute dispute is pending

Central Demand raised for difference Sales Tax Appellate Sales Tax in the rate of tax Tribunal, Act, 1956 Chandigarh.

Punjab VAT Vehicles impounded & Deputy Excise and Act, 2005 demand raised due to Taxation Commissioner discrepancy in / inadequacy cum Joint Director of documents Enforcement, Patiala.

U P Trade Demand raised due to sales Additional Commissioner Tax Act, tax rate difference. (Appeals), Lucknow 1948

Punjab VAT Wrong input tax credit taken Deputy Excise & Taxation Act, 2005 in the returns Commissioner Appeals, Patiala Gujarat Sales return/branch transfers Joint Commercial Tax Sales Tax documents could not be Commissioner (Appeals) Act, 1969 produced during the assessment, so the tax on the sales return amount has been charged by the department.

U P Trade Rejection of Form 3D Assistant Commissioner Tax Act, (UPSRTC Department) Grade-II 1948 2005-2006

Karnataka Rejection of Input Tax credit Commercial Tax Officer Value Added against the warranty (Audit-2) Tax Act, claim bills 2006-07 2003

Karnataka Rejection of Input Tax Commercial Tax Officer Value Added credit against the (Audit-2) Tax Act, warranty claim bills 2003 2007-2008.

Kerala Value Rejection of F forms due to Assistant Commissioner Added Tax some clerical error Special Circle- Rules, 2005 Trivandrum

Maharashtra Sales return/branch transfers Joint Commercial Tax Value Added documents could not be Commissioner (Appeals) Tax Act-2002 produced during the assessment, so the tax on the sales return amount more than six months has been charged by the department

Kerala Value Stock Yard Address not Assistant Commissioner Added Tax mentioned on Invoice Special Circle- Rules, 2005 Trivandrum

Kerala Value Non-availability Sufficient Assistant Commissioner Added Tax information & documents Special Circle- Rules, 2005 Trivandrum

Bihar Value Delay in submission of Patna Sales Tax Added Tax F forms Tribunal Rules, 2005

Sub Total

Central Demand raised to Custom Excise and Excise Act, re-determine the assessable Service Tax Appellate 1944 value of components Tribunal (CESTAT) supplied to spare parts

division under Rule 7 of Valuation Rules

Central Demand raised for non- Custom Excise and Excise Act, inclusion of cost of publicity Service Tax Appellate 1944 items sold to dealers on Tribunal(CESTAT) trading basis as part of Transaction Value

Central Inadmissible Service tax Commissioner (Appeals) Excise Act, credit utilized for payment of 1944 service tax liability resulting in short payment of excise & service tax liability

Finance Act, Denial of utilization of Custom Excise and 1994 service tax credit for payment Service Tax Appellate of service tax liability Tribunal(CESTAT)



Central Demand raised for non- Hon'able Supereme Court Excise Act, inclusion of cost of publicity of India 1944 items sold to dealers on trading basis as part of Transaction Value

Central Demand raised for non- Custom Excise and Excise Act, inclusion of cost of publicity Service Tax Appellate 1944 items sold to dealers on Tribunal(CESTAT) trading basis as part of Transaction Value

Central Demand raised for non- Custom Excise and Excise Act, inclusion of cost of publicity Service Tax Appellate 1944 items sold to dealers on Tribunal (CESTAT) trading basis as part of Transaction Value

Finance Act, Demand raised for Service Custom Excise and 1994 Tax Credit taken on Canteen Service Tax Appellate services where part of cost of Tribunal(CESTAT) food recovered from employees

Finance Act, Demand raised for Service Custom Excise and 1994 Tax Credit taken on Canteen Service Tax Appellate services provided to Tribunal (CESTAT) employees where cost of food borne by the Company.

Central Demand raised for levy of Custom Excise and Excise Act, Education Cess and Service Tax Appellate 1944 Secondary Higher Education Tribunal (CEsTAt) Cess on Automobile Cess

Central Demand raised for levy of Custom Excise and Excise Act, Education Cess and Secon- Service Tax Appellate 1944 dary Higher Education Cess Tribunal (CEStAt) on Automobile Cess Paid

Central Imposition of penalty in Custom Excise and Excise Act, relation to non compliance Service Tax Appellate 1944 of Rule 10A by body builder Tribunal (CEStAt)

Central Imposition of penalty in Custom Excise and Excise Act, relation to Classification Service Tax Appellate 1944 dispute of Ambulances Tribunal (CEStAt) fabricated & cleared from premises of body builder

Finance Act, Service Tax credit taken Custom Excise and 1994 on Freight & Insurance Service Tax Appellate incurred from Place of Removal Tribunal (CEStAt)

Finance Act, Penalty imposed on Service Commissioner (Appeals) 1994 Tax credit wrongly taken

Finance Act, Penalty imposed on wrong Commissioner (Appeals) 1994 availment and reversal of Service Tax Credit on Canteen Service provided to the tune of cost recovered from Employees by the Company

Sub Total

Income Tax, Demand raised on Income Tax Appellate 1961 disallowance of expenses, Tribunal loading of statutory dues on Work-in-Progress under section 145(A) of Income Tax Act, 1961 and weighted R&D deduction.

Income Tax, Demand raised on Income Tax Appellate 1961 disallowance of expenses, Tribunal loading of statutory dues on Work-in-Progress under section 145(A) of Income Tax Act, 1961 and weighted R&D deduction.

Income Tax, Demand raised on Income Tax Appellate Act, 1961 disallowance of expenses, Tribunal loading of statutory dues on Work-in-Progress under section 145A of Income Tax Act, 1961 and weighted R&D deduction.

Income Tax Demand raised under section Income Tax Appellate Act, 1961 271(1)(c) of Income Tax Act, Tribunal 1961

Income Tax Demand raised on Income Tax Appellate Act, 1961 disallowance of revenue Tribunal expenditure incurred on expansion of business, excess provision made on account of Warranty, bad debts written off, interest on utilization of loan, Work-in- Progress under section 145A of Income Tax Act, 1961

Income Tax Demand raised on account Income Tax Appellate Act, 1961 Excise of Duty not loaded on Tribunal Work-in-Progress u/s 145A

Income Tax Demand raised u/s 271(1)(c) Income Tax Appellate Act, 1961 Tribunal

Income Tax Demand raised on account of Income Tax Appellate Act, 1961 Excise Duty not loaded on Tribunal Work-in-Progress u/s 145A

Income Tax Demand raised on account Commissioner of Income Act, 1961 of Excise Duty not loaded on Tax (Appeals) Work-in-Progress u/s 145A

Sub Total

(c) According to the information and explanations given to us the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time.

(viii) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the current year and immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks and financial institutions. In our opinion and according to the information and explanations given to us, the Company did not have any outstanding dues to any debenture holders during the year.

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

(xi) The Company did not have any term loans outstanding during the year.

(xii) According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For B S R & Company Chartered Accountants Firm Registration No.: 128032W



Manish Gupta Place: New Delhi Partner Date : 08 May 2015 Membership No.: 095037

---

Mar 31, 2014

We have audited the accompanying financial statements of SML Isuzu Limited (''the Company''), which comprise the Balance Sheet as at 31 March 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year ended, and a summary of significant accounting policies and other explanatory information.

Management 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 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 entity''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.

Opinion

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:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2014;

(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. 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. 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 31 March 2014 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO AUDITORS'' REPORT (Referred to in our report of even date)

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

(b) As explained to us, the Company has a regular programme of physical verification of its fixed assets in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were physically verified by the Company during the current year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its fixed assets. No material discrepancies were noticed on such verification.

(c) Fixed asset disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

(ii) (a) The inventory, except materials-in-transit and stock lying with third parties, has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. For stocks lying with third parties at the year-end, written confirmations have been obtained.

(b) The procedures for the physical verification of inventories 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. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly adjusted in the books of account.

(iii) The Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, and having regard to the explanation that purchase of certain items of inventories and fixed assets are for the Company''s specialised requirements and therefore suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to sale of goods and services. However, considering the size of the Company and the nature of its business, internal control procedures need to be further strengthened with regard to obtaining comparable quotations for purchase of inventories and fixed assets. Other than this, we have not observed any major weakness in the internal control system during the course of the audit.

(v) In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraph 4(v)(b) of the order is not applicable

(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 prescribed by the Central Government for maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 in respect of its 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 records.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income tax, Wealth tax, Excise duty, Service tax, Customs duty and other material statutory dues have been regularly deposited by the Company with the appropriate authorities though there have been slight delays in a few cases of Tax deducted at Source and Sales tax.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income tax, Wealth tax, Service tax, Customs duty, Excise duty and other material statutory dues were in arrears as at 31 March 2014 for a period of more than six months from the date they became payable except for sales tax amounting to Rs. 134.36 lacs (refer to note 28 of the financial statements). (b) According to the information and explanations given to us, there are no dues of Wealth tax and Customs duty which have not been deposited with the appropriate authorities on account of any dispute. Further, according to the information and explanations given to us, except as stated below, there are no dues of Income tax, Sales tax, Service tax and Excise duty which have not been deposited by the Company on account of disputes:

Name of Particulars Amount Amount the statute Disputed Deposited Rs. Lakhs Rs. Lakhs

Central Demand raised for difference 218.23 87.30 Sales Tax in the rate of tax Act, 1956

Punjab VAT Vehicles impounded & demand raised 1.57 0.39 Act, 2005 due to discrepancy in /inadequacy of documents

Gujarat Demand raised due to 11.78 5.50 Sales Tax discrepancy in documents Act 1969

U P Trade Demand raised due to sales 15.94 7.20 Tax Act, 1948 tax rate difference.

J&K GST Demand raised for 2.42 0.25 Act, 1962 difference in D and F forms

J&K GST Demand raised for 23.36 0.65 Act, 1962 difference in D and F forms

Punjab VAT Wrong input tax credit taken 67.76 67.76 Act, 2005 in returns

Delhi VAT Department has rejected 49.19 1.41 Act, 2004 exemption certificate of vehicles sold to BSES and non submission of F forms

Delhi VAT Department has rejected 2.47 2.47 Act, 2004 exemption certificate of vehicles sold to BSES and non submission of F forms

Gujarat Sales return/branch transfers 161.68 Nil Tax documents could not be produced during Act, 1969 the asses ment so the tax on the sales return amount has been charged by the department.

Sub Total 554.40 172.93

Central Demand raised to 4.25 2.13 Excise Act, re-determine the assessable value of 1944 components Supplied to spare parts division under Rule 7 of Valuation Rules (includes Penalty Rs Lacs ) 2.12 Central Demand raised for non-inclusion of cost 3.19 Nil Excise Act, of publicity items sold to dealers on 1944 trading basis as part of Transaction Value (includes Penalty Rs Lacs ) 0.30

Central Inadmissible Service tax Credit 5.70 Nil Excise Act, utilized for payment of service 1944 tax liability resulting in short payment of excise & service tax liability (includes Penalty Rs Lacs ) 2.85

Finance Act, Denial of utilization of 5.70 Nil 1994 service tax credit for payment of service tax liability (includes Penalty Rs Lacs ) 2.85

Central Demand raised for non- 1.94 Nil Excise Act, inclusion of cost of publicity items 1944 sold to dealers on trading basis as part of Transaction Value

Central Demand raised for non- 1.89 Nil Excise Act, inclusion of cost of publicity items 1944 sold to dealers on trading basis as part of Transaction Value

Central Demand raised for non- 5.79 Nil Excise Act, inclusion of cost of publicity items 1944 sold to dealers on trading basis as part Transaction Value (includes Penalty Rs Lacs ) 2.90

Finance Act, Demand raised for Service 4.26 Nil 1994 Tax Credit taken on Canteen services where part of cost of food recovered from employees (includes Penalty Rs Lacs ) 2.13

Finance Act, Demand raised for Service 3.36 Nil 1994 Tax Credit taken on Canteen services provided to employees where cost of food borne by the Company.

Central Demand raised for levy of 3.62 Nil Excise Act, Education Cess and Secondary Higher 1944 Education Cess on Automobile Cess (includes Penalty Rs Lacs ) 1.81

Central Demand raised for levy of 4.05 Nil Excise Act, Education Cess and Secon- dary Higher Education Cess on Automobile Cess Paid (includes Penalty Rs Lacs ) 1.83

Central Imposition of penalty in 25.00 Nil Excise Act, relation to non compliance 1944 of Rule 10A by body builder

Central Imposition of penalty in 300.00 Nil Excise Act, relation to Classification dispute 1944 of Ambulances fabricated & cleared from premises of body builder

Finance Act, Service Tax credit taken 8.66 Nil 1994 on Freight & Insurance incurred from Place of Removal

Finance Act, Penalty imposed on Service 0.93 Nil 1994 Tax credit wrongly taken

Finance Act, Penalty imposed on wrong 1.15 Nil 1994 availment and reversal of Service Tax Credit on Canteen Service provided to the tune of cost recovered from Employees by the Company

Sub Total 379.49 2.13

Income Tax Disallowance of provision 19.01 Nil Act, 1961 for bad and doubtful debts

Income Tax Demand raised for non 28.51 Nil Act, 1961 deduction of TDS on payment of Fee for Technical Services/Royalty

Income Tax Demand raised on 101.55 62.00 1961 disallowance of expenses, loading of statutory dues on Work-in-Progress under section 145(A) of Income Tax Act, 1961 and weighted R&D deduction.

Income Tax Demand raised under section 22.02 22.02 Act, 1961 234 B and 234 C of Income Tax Act, 1961 by assessing authority

Income Tax Demand raised on 94.79 Nil Act, 1961 disallowance of expenses, loading of statutory dues on Work-in-Progress under section 145A of Income Tax Act, 1961and weighted R&D deduction.

Income Tax Demand raised on 137.10 Nil Act, 1961 disallowance of expenses, loading of statutory dues on Work-in-Progress under section 145A of Income Tax Act, 1961 and weighted R&D deduction.

Income Tax Demand raised under section 50.88 5.00 Act, 1961 271(1)(c) of Income Tax Act, 1961

Income Tax Demand raised on 476.33 476.00 Act, 1961 disallowance of revenue expenditure incurred on expansion of business, excess provision made on account of Warranty, bad debts written off, interest on utilization of loan, Work-in- Progress under section 145A of Income Tax Act, 1961

Income Tax Demand raised on account 42.41 Nil Act, 1961 Excise of Duty not loaded on Work-in-Progress u/s 145A

Income Tax Demand raised u/s 271(1)(c) 82.82 Nil Act, 1961

Income Tax Demand raised on account 39.30 Nil Act, 1961 of Excise Duty not loaded on Work-in-Progress u/s 145A

Sub Total 1,094.72 489.02

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

Central Sales Tax Act, 1956 1st April 2000 Sales Tax Appellate to 30th Tribunal,Chandigarh. September 2000

Punjab VAT Act, 2005 August, 2007 Deputy Excise and Tax- ation Commissioner cum Joint Director Enforce- ment, Patiala.

Gujarat Sales Tax Act 1969 2001-02 Deputy Commissioner (Appeals), Gujarat

U P Trade Tax Act, 1948 1993-94 Additional Commissioner (Appeals), Lucknow

J&K GST Act, 1962 2003-04 Deputy Commercial Taxes (Appeals) (Appellate Authority) Jammu

J&K GST Act, 1962 2004-05 Deputy Commercial Taxes (Appeals) (Appellate Authority) Jammu

Punjab VAT Act, 2005 2009-10 Deputy Excise & Taxation Commissioner Appeals Patiala.

Delhi VAT Act, 2004 2002-03 Special Commissioner-I

Delhi VAT Act, 2004 2003-04 Sales Tax Officer

Gujarat Tax Act, 1969 2008-09 Joint Commercial Tax Sales Commissioner (Appeals)

Central Excise Act, 1944 1 April, 2000 Custom Excise and to 31 March, Service Tax Appellate 2004 Tribunal (CESTAT)

Central Excise Act, 1944 1 January, Custom Excise and 2004 to 30 Service Tax Appellate September, 2004 Tribunal (CESTAT)

Central Excise Act, 1944 2005-06 Commissioner (Appeals)

Finance Act, 1994 2005-06 Custom Excise and Service Tax Appellate Tribunal (CESTAT)

Central Excise Act, 1944 October-2004 Hon''able Supereme to March-2005 Court of India

Central Excise Act, 1944 October-2006 Custom Excise and to June-2008 Service Tax Appellate Tribunal (CESTAT)

Central Excise Act, 1944 April-2005 Custom Excise and to January- Service Tax Appellate 2006 Tribunal (CESTAT)

Finance Act, 1994 April-2006 Custom Excise and to December Service Tax Appellate 2008 Tribunal (CESTAT)

Finance Act, 1994 April-2006 to Custom Excise and December- Service Tax Appellate 2008 Tribunal (CESTAT)

Central Excise Act, 1944 April -2008 to Custom Excise and June -2009 Service Tax Appellate Tribunal (CESTAT)

Central Excise Act, 1944 April-2010 to Custom Excise and September- Service Tax Appellate 2011 Tribunal (CESTAT)

Central Excise Act, 1944 Dec.-2008 to Custom Excise and July-2009 Service Tax Appellate Tribunal (CESTAT)

Central Excise Act, 1944 April 2005 - Custom Excise and to Nov-2009 Service Tax Appellate Tribunal (CESTAT)

Finance Act, 1994 01 March 2006 Custom Excise and to 28 Feb-2008 Service Tax Appellate Tribunal (CESTAT)

Finance Act, 1994 01 Oct. 2009 Commissioner (Appeals) to 30 Sep.2010

Finance Act, 1994 01 June 2009 Commissioner (Appeals) to 31 March 2011

Income Tax Act, 1961 1991-92 High Court of Punjab & Haryana

Income Tax Act, 1961 1986-87 High Court of Punjab & Haryana

Income Tax 1961 2004-05 Income Tax Appellate Act, Tribunal

Income Tax Act, 1961 1997-98 High Court of Punjab & Haryana

Income Tax Act, 1961 2005-06 Income Tax Appellate Tribunal

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

Income Tax Act, 1961 2005-06 Income Tax Appellate Tribunal

Income Tax Act, 1961 2007-08 Income Tax Appellate Tribunal

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

Income Tax Act, 1961 2006-07 Commissioner of Income Tax (Appeals)

Income Tax Act, 1961 2009-10 Commissioner of Income Tax (Appeals)

(x) The Company does not have any accumulated losses and has not incurred cash losses in the current year and immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks and financial institutions. In our opinion and according to the information and explanations given to us, the Company did not have any outstanding dues to any debenture holders 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.

(xiii) In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. (xvi) The Company did not have any term loans outstanding during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to companies/ firms/ parties 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) The Company has not raised any money by way of public issues during the year.

(xxi) According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For B S R & Company Chartered Accountants Firm Registration No.: 128032W

Manish Gupta Place: New Delhi Partner Date : 09 May 2014 Membership No.: 095037

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of SML Isuzu Limited (''the Company''), which comprise the Balance Sheet as at 31 March 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year ended, and a summary of significant accounting policies and other explanatory information.

Management 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 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. 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.

Opinion

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:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2013;

(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. 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. 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 31 March 2013 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO AUDITORS'' REPORT

(Referred to in our report of even date)

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

(b) As explained to us, the Company has a regular programme of physical verification of its fixed assets in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were physically verified by the Company during the current year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its fixed assets. No material discrepancies were noticed on such verification.

(c) Fixed asset disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

(ii) (a) The inventory, except materials-in-transit and stock lying with third parties, has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. For stocks lying with third parties at the year-end, written confirmations have been obtained.

(b) The procedures for the physical verification of inventories 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. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) According to the information and explanations given to us, we are of the opinion that there are no companies, firms or other parties covered in the register required under Section 301 of the Companies Act, 1956. Accordingly, paragraph 4(iii) of the order is not applicable. (iv) I n o u r o p i ni o n and according to the information and explanations given to us, and having regard to the explanation that purchases of certain items of inventories are for the Company''s specialised requirements and therefore suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and sale of goods. As informed to us, the Company does not provide any services. We have not observed any major weakness in the internal control system during the course of the audit. (v) In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraph 4(v)(b) of the order is not applicable (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 prescribed by the Central Government for maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 in respect of its 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 records. (ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income tax, Wealth tax, Excise duty, Service tax, Customs duty, Sales tax and other material statutory dues have been regularly deposited by the Company with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income tax, Wealth tax, Service tax, Customs duty, Excise duty, Sales tax and other material statutory dues were in arrears as at 31 March 2013 for a period of more than six months from the date they became payable. (b) According to the information and explanations given to us, there are no dues of Wealth tax and Customs duty which have not been deposited with the appropriate authorities on account of any dispute. Further, according to the information and explanations given to us, except as stated below, there are no dues of Income tax, Sales tax, Service tax and Excise duty which have not been deposited by the Company on account of disputes:

Name of Particulars Amount Amount the statute Disputed Deposited Rs. Lakhs Rs. Lakhs

Central Demand raised for difference 218.23 87.30 Sales Tax in the rate of tax Act, 1956

Punjab VAT Vehicles impounded & 1.57 0.39 Act, 2005 demand raised due to discrepancy in / inadequacy of documents

Gujarat Demand raised due to 11.78 5.50 Sales Tax discrepancy in documents Act, 1969

U P Trade Demand raised due to sales 15.94 7.20 Tax Act, tax rate difference. 1948

J&K GST Demand raised for difference 2.42 0.25 Act, 1962 in D and F Forms

J&K GST Demand raised for difference 23.36 0.65 Act, 1962 in D and F Forms

Punjab VAT Wrong Input Tax Credit taken 67.76 67.76 Act, 2005 in the returns

Delhi VAT Department has rejected 49.19 1.41 Act, 2004 exemption certificate of vehicles sold to BSES and non-submission of F Forms

Delhi VAT Department has rejected 2.47 2.47 Act, 2004 exemption certificate of vehicles sold to BSES and non-submission of F Forms

Gujarat Sales Return/Branch 161.68 Nil Sales Tax transfers documents could Act, 1969 not be produced during the assessment, so the tax on the sales return has been charged by the Department.

Sub Total 554.40 172.93

Central Demand raised to 4.25 (include 2.12 Excise Act, re-determine the assessable penalty 1944 value of components Rs. 2.12 supplied to spare parts lakhs) division under Rule 7 of Valuation Rules

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

Central 1st April 2000 Sales Tax Appellate Tribunal, to 30th Chandigarh. September 2000

Central August, 2007 Deputy Excise and Taxation Commissioner cum Joint Director Enforcement, Patiala.

Central 2001-02 Deputy Commissioner (Appeals), Gujarat

1993-94 Additional Commissioner (Appeals), Lucknow

2003-04 Deputy Commercial Taxes (Appeals) (Appellate Authority) Jammu

Central 2004-05 Deputy Commercial Taxes (Appeals) (Appellate Authority) Jammu 2009-10 The Assistant Excise and Taxation Officer-cum- Designated Officer

2002-03 SPL. Commissioner-I

2003-04 Sales Tax Officer

2008-09 Joint Commercial Tax Commissioner (Appeals)

Central 1st April, 2000 Custom Excise and Service to 31st March, Tax Appellate Tribunal 2004 (CESTAT)

Name of Particulars Amount Amount the statute Disputed Deposited Rs. Lakhs Rs. Lakhs

Finance Act, Demand raised in context 9.92 (includes Nil 1994 with Service tax on royalty penalty received on account of use Rs 6.62 lakhs) of brand name of SML

Central Demand raised for non- 3.19 (includes Nil Excise Act, inclusion of cost of publicity penalty 1944 items sold to dealers in Rs 0.30 lakhs) trading basis as part of Transaction Value

Central Inadmissible Service tax 5.70 (includes Nil Excise Act, credit utilized for payment of penalty 1944 service tax liability resulting Rs. 2.85 lakhs) in short payment of Excise & service tax liability

Finance Act, Denial of utilization of 5.70 (includes Nil 1994 service tax credit for the penalty payment of service tax Rs. 2.85 lakhs) liability

Finance Act, Demand raised for Service 1.85 Nil 1944 Tax Credit taken on Canteen services provided to employees where cost of food borne by the Company and part of the same recovered from employees.

Central Demand raised for non- 1.94 Nil Excise Act, inclusion of cost of publicity 1944 items sold to dealers on trading basis as part of Transaction Value

Central Demand raised for non- 1.89 Nil Excise Act, inclusion of cost of publicity 1944 items sold to dealers on trading basis as part of Transaction Value

Central Demand raised for non- 5.79 (includes Nil Excise Act, inclusion of cost of publicity penalty 1944 items sold to dealers on Rs 2.90 lakhs) trading basis as part of Transaction Value

Finance Act, Demand raised for Service 4.26 (includes Nil 1994 Tax Credit taken on Canteen penalty services where part of cost Rs 2.13 lakhs) of food recovered from employees.

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

Central April 200z2 to Custom Excise and Servic March 2005. Tax Appellate Tribunal (CESTAT)

Central 1st January, Custom Excise and Service 2004 to 30th Tax Appellate Tribunal September, (CESTAT) 2004

Central 2005-06 Commissioner (Appeals)

Central 2005-06 Custom Excise and Service Tax Appellate Tribunal (CESTAT)

Central Nov 2009 to Custom Excise and Service May 2010 Tax Appellate Tribunal (CESTAT)

Central October 2004 Hon''able Supreme Court to March 2005 of India

Central October 2006 Custom Excise and Service to June 2008 Tax Appellat Tribunal (CESTAT)

Central April 2005 to Custom Excise and Service January 2006 Tax Appellate Tribunal (CESTAT)

Central April 2006 to Custom Excise and Service December Tax Appellate Tribunal 2008 (CESTAT)

Name of Particulars Amount Amount the statute Disputed Deposited Rs. Lakhs Rs. Lakhs

Finance Act, Demand raised for Service 3.36 Nil 1994 Tax Credit taken on Canteen services provided to employees where cost of food borne by the Company.

Finance Act, Demand raised for Service 3.98 (includes Nil 1994 Tax Credit taken on Canteen penalty services provided to Rs 1.98 lakhs) employees where cost of food borne by the Company and part of the same recovered from employees.

Finance Demand raised for Service 1.88 (includes Nil Act,1994 Tax Credit taken on penalty Insurance cover of Rs 0.03 lakhs) employees

Central Demand raised for levy of 3.62 (includes Nil Excise Act, Education Cess and penalty 1944 Secondary Higher Education Rs. 1.81 lakhs) Cess on Automobile Cess

Central Demand raised for levy of 3.18 (includes Nil Excise Act, Education Cess and penalty 1944 Secondary Higher Education Rs. 1.59 lakhs Cess on Automobile Cess

Central Demand raised for levy of 3.66 (includes Nil Excise Act, Education Cess and penalty 1944 Secondary Higher Education Rs. 1.83 lakhs Cess on Automobile Cess

Central Imposition of penalty in 300.00 Nil Excise Act, relation to Classification 1944 dispute of Ambulances fabricated & cleared from the premises of body builder

Central Cenvat Penefit taken on 129.18 (include Nil Excise Act, Input/Capital & Services penalty 1944 used for R&D purposes. Rs.64.59 October 2006 to March 2011 lakhs)

Finance Act, ST credit taken in respect of 0.54 Nil 1994 "Rent a Cab" services used for transportation of employees from their residence to factory. January 2010 to September 2010.

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

Finance Act, April 2006 to Custom Excise and Service December Tax Appellate Tribunal 2008 (CESTAT)

Finance Act, January 2009 Custom Excise and Service to October Tax Appellate Tribunal 2009 (CESTAT)

Finance Act, September Custom Excise and Service 2004 to Tax Appellate Tribunal December (CESTAT) 2008

Finance Act, April 2008 to Custom Excise and Service June 2009 Tax Appellate Tribunal (CESTAT)

Finance Act, July 2009 to Commissioner (Appeals) March 2010

Finance Act, April 2010 to Commissioner (Appeals) Dec 2010

Finance Act, Apr 2005 to Custom Excise and Service

Finance Act, Nov 2009 Tax Appellate Tribunal (CESTAT)

Finance Act, Oct 2006 to Custom Excise and Service

Finance Act, Dec 2011 Tax Appellate Tribunal (CESTAT)

Finance Act, Jan 2010 to Commissioner (Appeals) Sep 2010

Name of Particulars Amount Amount the statute Disputed Deposited Rs. Lakhs Rs. Lakhs

Finance Act, ST credit taken in respect of 2.64 Nil 1994 "Rent a Cab" services used for transportation of employees from their residence to factory. (July 07 to December 09)

Finance Act, ST credit taken in respect of 0.94 Nil 1994 "Rent a Cab" services used (include for commutation of penalty employees from their resi- Rs. 0.47 lacs) dence to factory and back.

Central Imposition of penalty in 25.00 Nil Excise Act, relation to non compliance of 1944 Rule 10A by body builder

Finance Act, Service tax credit taken 8.66 Nil 1994 on Freight & Insurance incurred from Place of Removal

Sub Total 531.13 2.12



(x) The Company does not have any accumulated losses and has not incurred cash losses in the current year and immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks and financial institutions. In our opinion and according to the information and explanations given to us, the Company did not have any outstanding dues to any debenture holders 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.

(xiii) In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

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

(xvi) According to the information and explanations given to us, the Company did not have any term loans outstanding during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used for long-term investment.

(xviii) As stated in paragraph (v) above, there are no companies/firms/parties covered in the register required to be maintained under Section 301 of the Companies Act, 1956.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money by way of public issues during the year. Utilization of money during the year for the money raised by public issue in earlier years has been disclosed by the management in note 43. We have verified such end use.

(xxi) According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For B S R & Company

Chartered Accountants Firm Registration No.: 128032W

Rajesh Arora

Place: Gurgaon Partner

Date : 07 May 2013 Membership No.: 076124

---

Mar 31, 2012

A) We have audited the attached Balance Sheet of SML Isuzu Limited ("the Company") as at 31 March 2012, the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

b) We conducted our audit in accordance with 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 statements presentation. We believe that our audit provides a reasonable basis for our opinion.

c) 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 Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

d) Further to our comments in the Annexure referred to above, we report that:

(i) 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;

(ii) 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;

(iii) the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) in our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub section (3C) of Section 211 of the Companies Act, 1956;

(v) on the basis of written representations received from the Directors of the Company as on 31 March 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 March 2012 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(vi) in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of the affairs of the Company as at 31 March 2012;

ii) in the case of the 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.

ANNEXURE TO AUDITORS' REPORT

(Referred to in our report of even date)

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

(b) As explained to us, the Company has a programme of physical verification of its fixed assets in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were physically verified by the Company during the current year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its fixed assets. No material discrepancies were noticed on such verification.

(c) Fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

2. (a) Inventories, except goods-in transit and stock lying with third parties, have been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. For stocks lying with third parties at the year-end, written confirmations have been obtained.

(b) In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. According to the information and explanations given to us, we are of the opinion that there are no companies, firms or other parties covered in the register required under section 301 of the Companies Act, 1956. Accordingly, paragraph 4(iii) of the Order is not applicable.

4. In our opinion and according to the information and explanations given to us, and having regard to the explanation that purchases of certain items of inventories are for the Company's specialised requirements and therefore suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and sale of goods. As informed to us, the Company does not provide any services. We have not observed any major weakness in the internal control system during the course of the audit.

5. In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraph 4(v) (b) of the Order is not applicable.

6. The Company has not accepted any deposits from the public.

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

8. We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 in respect of its 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 records.

9. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income tax, Wealth tax, Excise duty, Service tax, Customs duty, Sales tax and other material statutory dues have been regularly deposited by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income tax, Wealth tax, Service tax, Customs duty, Excise duty, Sales tax and other material statutory dues were in arrears as at 31 March 2012 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of Wealth tax and Customs duty which have not been deposited with the appropriate authorities on account of any dispute. Further, according to the information and explanations given to us, except as stated below, there are no dues of Income tax, Sales tax, Service tax and Excise duty which have not been deposited by the Company on account of disputes:

Name of Particulars Amount Amount the statute Disputed Deposited Rs. Lakhs Rs. Lakhs

Central Demand raised for difference 218.23 87.30 Sales Tax in the rate of tax Act, 1956

Punjab VAT Vehicles impounded & 1.57 0.39 Act, 2005 demand raised due to discrepancy in / inadequacy of documents

Gujarat Demand raised due to 11.78 5.50 Sales Tax discrepancy in documents Act

U P Vat Vehicles impounded & 12.09 12.09 Act, 2008 demand raised due to discrepancy in / inadequacy of documents.

U P Trade Demand raised due to sales 15.94 7.20 Tax Act, tax rate difference. 1948

Gujarat Demand raised due to Non 6.12 6.12 Sales Tax Submission of Form-F for Act vehicle stock transferred from Pune to Ahmedabad during FY 2007-08.

Karnataka Demand raised due to 3.93 3.93 Sale Tax objection E-sugam form is Act (Hubli) valid for 10 days.

Sub Total 269.66 122.53

Central Demand raised to 4.25 (include 2.12 Excise Act, re-determine the assessable penalty of 1944 value of components Rs. 2.12 supplied to spare parts lakhs) division under Rule 7 of Valuation Rules

Finance Act, Demand raised in context 9.92 (includes Nil 1994 with Service tax on royalty penalty of received on account of use Rs 6.62 lakhs) of brand name of SML

Central Demand raised for non- 3.19 (includes Nil Excise Act, inclusion of cost of publicity penalty 1944 items sold to dealers on amounting to trading basis as part of Rs 0.30 lakhs) Transaction Value

Central Inadmissible Service tax 5.70 (inclusive Nil Excise Act, credit utilized for payment of of penalty 1944 service tax liability resulting Rs. 2.85 lakhs) in short payment of Excise & service tax liability

Finance Act, Denial of utilization of 5.70 (inclusive Nil 1994 service tax credit for the of penalty payment of service tax Rs. 2.85 lakhs) liability

Finance Act, Demand raised for Service 1.85 Nil 1944 Tax Credit taken on Canteen services provided to employees where cost of food borne by the Company and part of the same recovered from employees.

Central Demand raised for non- 1.94 Nil Excise Act, inclusion of cost of publicity 1944 items sold to dealers on trading basis as part of Transaction Value

Central Demand raised for non- 1.89 Nil Excise Act, inclusion of cost of publicity 1944 items sold to dealers on trading basis as part of Transaction Value

Central Demand raised for non- 5.79 (includes Nil Excise Act, inclusion of cost of publicity penalty of 1944 items sold to dealers on Rs 2.90 lakhs) trading basis as part of Transaction Value

Finance Act, Demand raised for Service 4.26 (includes Nil 1994 Tax Credit taken on Canteen penalty of services where part of cost Rs 2.13 lakhs) of food recovered from employees.

Finance Act, Demand raised for Service 3.36 Nil 1994 Tax Credit taken on Canteen services provided to employees where cost of food borne by the Company.

Finance Act, Demand raised for Service 3.98 (includes Nil 1994 Tax Credit taken on Canteen penalty of services provided to Rs 1.99 lakhs) employees where cost of food borne by the Company and part of the same recovered from employees.

Finance Demand raised for Service 1.88 (includes Nil Act,1994 Tax Credit taken on penalty of Insurance cover of Rs 0.03 lakhs) employees

Central Demand raised for levy of 3.62 (includes Nil Excise Act, Education Cess and penalty of 1944 Secondary Higher Education Rs. 1.81 lakhs) Cess on Automobile Cess

Central Demand raised for levy of 3.18 (includes Nil Excise Act, Education Cess and penalty of 1944 Secondary Higher Education Rs. 1.59 lakhs Cess on Automobile Cess

Central Imposition of penalty in 300.00 Nil Excise Act, relation to Classification 1944 dispute of Ambulances fabricated & cleared from M/s. Sita Singh

Central Cenvat benefit taken on 129.18 (include Nil Excise Act, Input/Capital & Services penalty of Rs. 1944 used for R&D purposes. 64.59 lakhs) October 2006 to March 2011

Finance Act, ST credit taken in respect of 0.54 Nil 1994 "Rent a Cab" services used for transportation of employees from their residence to factory. January 2010 to September 2010

Finance Act, ST credit taken in respect of 2.64 Nil 1994 "Rent a Cab" services used for transportation of employees from their residence to factory. (July 07 to December 09)

Central Imposition of penalty in 25.00 Nil Excise Act, relation to non compliance of 1944 Rule 10A by body builder

Sub Total 517.88 2.12

Income Tax Disallowance of provision for 19.01 Nil Act, 1961 bad and doubtful debts

Income Tax Demand raised for non 28.51 Nil Act, 1961 deduction of TDS on payment of Fee for Technical Services/ Royalty

Income Tax Demand raised on 101.55 62.00 Act, 1961 disallowance of expenses, loading of statutory dues on Work-in-Progress under section 145(A) of Income Tax Act, 1961 and weighted R&D deduction.

Income Tax Demand raised under section 22.02 22.02 Act, 1961 234 B and 234 C of Income Tax Act, 1961 by assessing authority

Income Tax Demand raised on 94.79 Nil Act, 1961 disallowance of expenses, loading of statutory dues on Work-in-Progress under section 145A of Income Tax Act, 1961and weighted R&D deduction.

Income Tax Demand raised on 137.10 Nil Act, 1961 disallowance of expenses, loading of statutory dues on Work-in-Progress under section 145A of Income Tax Act, 1961 and weighted R&D deduction.

Income Tax Demand raised under section 50.88 Nil Act, 1961 271(1)(c) of Income Tax Act, 1961

Income Tax Demand raised on 664.05 200.00 Act, 1961 disallowance of revenue expenditure incurred on expansion of business, excess provision made on account of Warranty , bad

debts written off ,interest on utilization of loan, Work-in- Progress under section 145A of Income Tax Act, 1961

Sub Total 1,117.91 284.02



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

Central 1st April 2000 Sales Tax Appellate Tribunal, Sales Tax to 30th Chandigarh. Act, 1956 September 2000

Punjab VAT August, 2007 Deputy Excise and Taxation Act, 2005 Commissioner cum Joint Director Enforcement, Patiala.

Gujarat 2001-02 Deputy Commissioner Sales Tax Act (Appeals), Gujarat

U P Vat 2009-10 Additional Commissioner Act, 2008 (Appeals), Lucknow

U P Trade 1993-94 Additional Commissioner Tax Act 1948 (Appeals), Lucknow

Gujarat Sales 2010-11 Deputy Commissioner of Tax Act Commercial Tax Range-I, Ahmedabad

Karnataka 2011-12 Commercial Tax Officer, Sale Tax Hubli Act (Hubli)

Central 1st April, 2000 Custom Excise and Service Excise Act, to 31st March, Tax Appellate Tribunal (CESTAT) 1944 2004

Finance Act, April- 2002 to Custom Excise and Service 1994 March- 2005. Tax Appellate Tribunal (CESTAT)

Central 1st January, Custom Excise and Service Excise Act, 2004 to 30th Tax Appellate Tribunal 1944 September, 2004 (CESTAT)

Central 2005-06 Commissioner (Appeals) Excise Act, 1994

Finance Act, 2005-06 Custom Excise and Service 1994 Tax Appellate Tribunal (CESTAT)

Finance Act, Nov -2009 to Custom Excise and Service 1994 May -2010 Tax Appellate Tribunal (CESTAT)

Central October-2004 Hon'rable Supreme Court Excise Act, to March-2005 1944

Central October-2006 Custom Excise and Service Excise Act, to June-2008 Tax Appellate Tribunal (CESTAT) 1944

Central April-2005 to Custom Excise and Service Excise Act, January-2006 Tax Appellate Tribunal (CESTAT) 1944

Finance Act, April-2006 to Custom Excise and Service 1994 December 2008 Tax Appellate Tribunal (CESTAT)

Finance Act, April-2006 to Custom Excise and Service 1944 December 2008 Tax Appellate Tribunal (CESTAT)

Finance Act, January -2009 Custom Excise and Service 1994 to October- Tax Appellate Tribunal 2009 (CESTAT)

Finance Act, September- Custom Excise and Service 1994 2004 to Tax Appellate Tribunal December 2008 (CESTAT)

Central April -2008 to Custom Excise and Service Excise Act, June -2009 Tax Appellate Tribunal (CESTAT) 1944

Central March -2008 to Commissioner (Appeals) Excise Act, August' 2008 1944

Central April 2005 to Custom Excise and Service Excise Act, Nov'2009 Tax Appellate Tribunal 1944 (CESTAT)

Central Oct'2006 to Custom Excise and Service Excise Act, Dec'2011 Tax Appellate Tribunal (CESTAT) 1944

Finance Act, Jan'2010 to Commissioner (Appeals) 1994 Sep'2010

Finance Act, July'2007 to Custom Excise and Service 1994 Dec'2009 Tax Appellate Tribunal (CESTAT)

Central December 2008 Custom Excise and Service Excise Act, to July - 2009 Tax Appellate Tribunal (CESTAT) 1944

Income Tax 1991-92 High Court of Punjab & Act, 1961 Haryana

Income Tax 1986-87 High Court of Punjab & Act, 1961 Haryana

Income Tax 2004-05 Income Tax Appellate Act, 1961 Tribunal

Income Tax 1997-98 High Court of Punjab & Act, 1961 Haryana

Income Tax 2005-06 Income Tax Appellate Act, 1961 Tribunal

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

Income Tax 2005-06 Commissioner of Income Tax Act, 1961 (Appeals)

Income Tax 2007-08 Commissioner of Income Tax Act, 1961 (Appeals)

10. The Company does not have any accumulated losses and has not incurred cash losses in the current year and immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks. In our opinion and according to the information and explanations given to us, the Company did not have any outstanding dues to any financial institution or debenture holders during the year.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi / mutual benefit fund / society.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. According to the information and explanations given to us, the Company did not have term loans outstanding during the year.

17. According to the information and explanations given to us, and on an overall examination of the balance sheet of the Company, we are of the opinion that funds raised on short-term basis have not been used for long-term investment.

18. As stated above, there are no companies/firms/parties covered in the register required to be maintained under Section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures during the year.

20. The Company has not raised any money by way of public issues during the year. Utilization of money during the year for the money raised by public issue in earlier years has been disclosed by the management in note 42. We have verified such end use.

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For B S R & Company

Chartered Accountants

Firm Registration No.: 128032W

Rajesh Arora

Place: New Delhi Partner

Date : 25 May 2012 Membership No.: 076124

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of SML ISUZU LIMITED (the "Company") as at March 31, 2011, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 (together the "Order"), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of 'The Companies Act, 1956' of India (the 'Act') and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act;

(e) On the basis of written representations received from the directors, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

(f) Attention is invited to non provision ofRs.488 lacs in respect of MODVAT credit receivable as explained in Note 2 of Schedule N. Had the said amount been provided, loans and advances and profit for the year would have been lower by the corresponding amount.

The matter referred above was also the subject matter of qualification in our audit report on the financial statements for the year ended March 31,2010.

(g) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give, in the prescribed manner, the information required by the Act, and subject to our comments in para (f) above, 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 March 31, 2011;

(ii) in the case of the Profit and Loss Account, 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.



ANNEXURE TO AUDITORS' REPORT

Referred to in paragraph 3 of the Auditors' Report of even date to the members of SMLISUZU Limited (formerly Swaraj Mazda Limited) on the financial statements for the year ended March 31, 2011

1. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies between the book records and the physical inventory have been noticed.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the Company during the year.

2. (a) The inventory (excluding stocks with third parties) has been physically verified by the Management during the year.

In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3 (a) 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 Act.

(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.

4. 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, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section. (b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

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

8. We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause

(d) of sub-section (1) of Section 209 of the Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, except dues in respect of income-tax where there have been delays during the year, though the delay in deposit have not been serious, the Company is regular in depositing undisputed statutory dues including investor education and protection fund, employees' state insurance, wealth tax, service tax, customs duty, excise duty and other material statutory dues as applicable, with the appropriate authorities. The extent of the arrears of statutory dues outstanding as at March 31, 2011, for a period of more than six months from the date they became payable are as follows:

Name of the Nature of dues Amount (Rs.) Period to which Due date Date of statute the amount Paym ent relates

Income Witholding 45,000 April-June 2010 July 07, 2010 May 05 ,2011 Tax Act, 1961 Tax on Royalty

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax, sales-tax, wealth-tax, service-tax, customs duty, excise duty and cess as at March 31, 2011 which have not been deposited on account of a dispute are as follows:

Name of Nature of Amount Amount Period to which Forum where the the statute dues (Rs. lacs) Deposited under the amount dispute is pending Protest (Rs. Lacs) relates

Central Sales Sales Tax 218.23 87.30 2000-01 Sales Tax Appellate Tax Act, 1956 Tribunal, Chandigarh.

Punjab VAT Penalty 3.67 0.92 2007-08 Deputy Excise and Act, 2005 Taxation Commissioner cum Joint Direc tor Enforcement, Patiala.

Gujrat Sales Penalty 11.78 2.37 2001-02 Deputy Commissioner Tax Act (Rs. 9.25 lacs has (Appeals), Gujarat. been given as bank guarantee by the company)

Uttar P radesh Sales Tax 15.94 7.19 1993-94 Additional Comm issioner Trade Tax (Appeals), Lucknow. Act,1948

Central Excise Excise Duty 81.17 2.12 2000-01 to Commissioner (Appeals)/ Act, 1944 Interest and 2008-09 Custom Excise and Penalty Service Tax Appellate Tribunal (CESTAT)/ Supre me Court.

Income Tax Income Tax, 380.96 62.00 1986-87, 1991-92 High Court of Punjab & Act, 1961 Interest and 2004-05, 2005-06 Haryana/lncome Tax Penalty 2006-07 Appellate Tribunal/ Commissioner of Income Tax (Appeals).

Finance Service Tax 35.23 1.30 2002-2008 Commissioner (Appeals)/ Act, 1994 and penalty Custom Excise and Service Tax Appellate Tribunal (CESTAT)

10. The Company has no accumulated losses as at March 31, 2011 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/ societies are not applicable to the Company.

14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

16. The Company has not obtained any term loans.

17. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long- term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

19. The Company has not issued any debentures during the year and there are no debentures outstanding as at the year end.

20. The Company has not raised any money by public issues during the year. The Management has disclosed the end use of monies during the year, out of public issue raised in the earlier year (Refer Note 25 of Schedule N) which has been verified by us.

21. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year except that we have been informed by the management of certain instances of theft of components from stores during the year under audit. Loss due to theft amounting to Rs. 7.95 lacs (approx) has been reported to investigating agencies and the Company is conducting its own assessment. Pending the outcome of these actions the loss has been adjusted in the books of account and further adjustments, if any, will be made once the investigations are completed.

For Price Waterhouse Firm Registration Number: 301112E Chartered Accountants

V.Nijhawan New Delhi Partner May 26, 2011 Membership Number: F87228

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Mar 31, 2010

1. We have audited the attached Balance Sheet of Swaraj Mazda Limited (the "Company") as at March 31, 2010, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the 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 (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (together the "Order"), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of ‘The Companies Act, 1956 of India (the Act) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act;

(e) On the basis of written representations received from the directors, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

(f) Attention is invited to non provision of Rs.488 lacs in respect of MODVAT credit receivable as explained in Note 2 on Schedule N. Had the said amount been provided, loans and advances and profit for the year would have been lower by the corresponding amount.

The matter referred above, to the extent covered here above was also the subject matter of qualification in our audit report on the financial statements for the year ended March 31, 2009.

(g) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give, in the prescribed manner, the information required by the Act and subject to our comments in para (f) above, 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 March 31, 2010; (ii) in the case of the Profit and Loss Account, 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.

ANNEXURE TO AUDITORS REPORT

Referred to in paragraph 3 of the Auditors Report of even date to the members of Swaraj Mazda Limited on the financial statements for the year ended March 31, 2010

1. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies between the book records and the physical inventory have been noticed.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year.

2. (a) The inventory (excluding stocks with third parties) has been physically verified by the Management during the year.

In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3. (a) 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 Act.

(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.

4. 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, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

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

8. We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause

(d) of sub-section (1) of Section 209 of the Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, except dues in respect of income-tax where there have been delays during the year, though the delay in deposit have not been serious, the Company is regular in depositing undisputed statutory dues including investor education and protection fund, employees state insurance, wealth tax, service tax, customs duty, excise duty and other material statutory dues as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax, sales-tax, wealth-tax, service-tax, customs duty, excise duty and cess as at March 31, 2010 which have not been deposited on account of a dispute are as follows:

Name of Nature of Amount Amount the statute dues (Rs. lacs) Deposited under Protest (Rs. Lacs)

Central Sales Sales Tax 221.60 87.30 Tax Act, 1956

Punjab VAT Penalty 3.67 0.92 Act, 2005 Gujrat Sales Penalty 11.78 2.37 Tax Act (Rs. 9.25 lacs has been given as bank guarantee by the company)

Haryana Value Sales Tax 4.22 Nil Added Tax Act, 2003

Uttar Pradesh Sales Tax 15.94 7.19 Trade Tax Act, 1948

Central Excise Excise Duty 56.54 1.30 Act, 1944 Interest and Penalty

Income Tax Income Tax, 243.86 62.00 Act, 1961 Interest and Penalty

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

Central Sales 2000-01 & Sales Tax Appellate Tax Act, 1956 2005-06 Tribunal, Chandigarh/ Excise & Taxation Officer cum Assesssing Authority, Panchkula.

Punjab VAT 2007-08 Deputy Excise and Act, 2005 Taxation Commissioner cum Joint Director Enforcement, Patiala.

Gujrat Sales 2001-02 Deputy Commissioner Tax Act (Appeals), Gujarat.

Haryana Value 2005-06 Excise & Taxation Added Tax Officer cum Assessing Act, 2003 Authority, Panchkula.

Uttar Pradesh 1993-94 Additional Commissioner Trade Tax (Appeals), Lucknow. Act, 1948

Central Excise 2000-01 to Commissioner (Appeals)/ Act, 1944 2008-09 Custom Excise and Service Tax Appellate Tribunal (CESTAT)/ Supreme Court.

Income Tax 1986-87, 1991-92 High Court of Punjab Act, 1961 & 2004-05, 2005-06 Haryana/Income Tax Appellate Tribunal/ Commissioner of Income Tax (Appeals).

For detailed listing, refer Note 26 on Schedule N

10. The Company has no accumulated losses as at March 31, 2010 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/ societies are not applicable to the Company.

14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

16. The Company has not obtained any term loans.

17. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long- term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

19. The Company has not issued any debentures during the year and there are no debentures outstanding as at the year end.

20. The Management has disclosed the end use of money raised by public issues (Refer Note 25 on Schedule N) which has been verified by us.

21. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management.

For Price Waterhouse

Firm Registration Number: 301112 E

Chartered Accountants

V.Nijhawan New Delhi Partner

May 28, 2010 Membership Number: F87228