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Auditor Report of Aban Offshore Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Aban Offshore Limited ("the company"), which comprise the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss, 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 Standalone Financial Statements

The Company's Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditors' Responsibility

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

We have taken into account the 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 true and fair view 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 Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

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

b) in the case of the Statement of Profit and Loss, of the profit for 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, 2015 (the 'Order') issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Companies Act, 2013 we give in the Annexure a statement on the matters specified in paragraphs 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 standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

f) With respect to the other matters 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 31 to the financial statements.

ii. The Company did not have any long-term contracts including derivatives 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 AUDITORS' REPORT

(Referred to in paragraph 1 of our report of even date under the caption "Report on Other Legal and Regulatory Requirements")

(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 fixed assets have been physically verified on a random basis by the Management during the year in a

phased manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies have come to the notice on such physical verification.

(ii) (a) As explained to us, the inventory of stores, spares and fuel have been physically verified on a random basis during the year by the

Management. In our opinion the frequency of verification is reasonable.

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

(c) The Company has maintained records of inventory. The discrepancies noticed on verification between the physical stocks and the book records have been dealt with in the books of account.

(iii) The Company has given unsecured loans to its wholly owned foreign subsidiary and its Indian subsidiaries, being the companies covered in the Register maintained under Section 189 of the Companies Act, 2013, during the year, as shown below:

Unsecured Loan granted Loan Amount Company during the year outstanding at the (Rupees in Millions) end of the year (Rupees in Millions)

Aban HoldingsPte 6825.01 6039.13*

Limited,Singapore

Radhapuram Wintech 2.50 10.57 Private Limited, India

Aban Green Power 40.00 40.00 Private Limited, India



Maximum amount Company outstanding during the year (Rupees in Millions)

Aban HoldingsPte 6744.22

Limited,Singapore

Radhapuram Wintech 25.00 Private Limited, India

Aban Green Power 40.00 Private Limited, India

* includes year-end foreign exchange reinstatement gain/ loss

(a) The repayment of principal and payment of interest are on "On Demand" basis as per the loan agreement.

(b) The loans given by the Company are repayable on demand and therefore the question of overdue amount does not arise.

(iv) 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 with regard to purchase of fixed assets and for sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls in respect of these areas.

(v) The Company has not accepted any deposits during the year from the public within the meaning of the provisions of Section 73 of the Companies Act, 2013 and hence directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act and the Rules framed there under are not applicable to the Company at present.

(vi) The Central Government has prescribed maintenance of Cost Records under sub section (1) of Section 148 of the Companies Act, 2013 in respect of generation of electricity through wind power. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion, that prima facie, the prescribed accounts and records have been maintained. We have not however, made a detailed examination of the same.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the books of account, in our opinion, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance fund, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of above are in arrears as at 31st 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 material dues of sales tax or wealth tax or duty of excise or value added tax or cess, which have not been deposited with appropriate authorities on account of any dispute.

However according to information and explanations given to us, the following dues have not been deposited by the Company on account of disputes-

Income Tax

Income Tax dues relating to the period 2002-2006 amounting to INR 556.40 Million pending before High Court of Madras, Income Tax dues relating to the period 2006- 2008 amounting to INR 396.17 Million pending before Income Tax Appellate Tribunal,Income Tax dues relating to the period 2008 - 2009 amounting to INR 418. 38 Million pending before the Commissioner of Income Tax (Appeals) and the Income Tax dues relating to the period 2009 - 2010 amounting to INR 812 Million pending before Income Tax Appellate Tribunal.

Service Tax

Service Tax dues relating to the period 2006- 2007 amounting to INR 17.36 Million pending before Supreme Court.

Customs Duty

Customs Duty dues relating to the period 2003 - 2004 amounting to INR 279.13 Million pending before Supreme Court.

(c) According to the information and explanations given to us and on the basis of examination of books of account, in our opinion the amount required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 and Rules made thereunder has been transferred to such fund within time.

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

(ix) Based on our audit procedures and according to the information and explanations given to us, we have noted default in repayment of term loan instalments with respect to three bank loan accounts and a loan from a financial institution, and interest during the year which are due to two banks. The unpaid overdue loan installments and interest during the year in this regard as at 31st March, 2015 were INR 335.06 Million and INR 32.28 Million respectively. The Company has since paid INR 200.92 Million of overdue installment to banks and a financial institution before the date of our report.

(x) The Company has given guarantees for loan taken from banks by a subsidiary of its wholly owned foreign subsidiary. According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the Company.

(xi) The Company has taken a term loan during the year from a Company. According to the information and explanations given to us, we are of the opinion that term loan taken by the Company has been applied for the purpose for which it was obtained.

(xii) During the course of our examination of the books of account, we have neither come across any instance of fraud on or by the Company, either noticed or reported during the year, nor have we been informed of any such case by the Management.

For Ford, Rhodes, Parks & Co.,

Chartered Accountants ICAI - Registration No: 102860W

Ramaswamy Subramanian Partner Membership No: 016059

Place : Chennai Date : May 27, 2015


Mar 31, 2014

We have audited the accompanying fnancial statements of M/s Aban Offshore Limited ("the Company"), which comprise the Balance Sheet as at 31st March 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position, fnancial performance and cash flows of the Company in accordance with the Accounting Standards notifed under the Companies Act, 1956 ("the Act'') read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the fnancial 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 fnancial 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 fnancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fnancial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the fnancial 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 fnancial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the fnancial statements.

We believe that the audit evidence we have obtained is suffcient 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 fnancial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: i. in the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2014; ii. in the case of the Statement of Profit and Loss, of the Loss for the year ended on that date; and iii. in the case of the Cash Flow Statement, of the cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

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 Companies Act, 1956, 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 it 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, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notifed under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. e On the basis of written representations received from the Directors as on March 31, 2014, and taken on record by the Board of Directors, none of the Directors is disQualified as on March 31, 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 THE AUDITORS'' REPORT (Referred to in paragraph 1 of our report of even date under the caption "Report on Other Legal and Regulatory Requirements)

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 fixed assets have been physically verifed by the Management during the year in a phased manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies have come to the notice on such physical verifcation.

(c) The Company has not disposed off any substantial part of fixed assets during the year so as to affect its going concern status.

ii (a) As explained to us, the inventories have been physically verifed during the year by the Management. In our opinion the frequency of verifcation is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verifcation 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 has maintained records of inventory. The discrepancies noticed on verifcation between the physical stocks and the book records have been dealt with in the books of account.

iii (a) The Company has not granted any loan secured or unsecured to companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, during the year, except unsecured loan to its wholly owned foreign subsidiary and an Indian subsidiary as shown below:

Amount Outstanding including Maximum amount outstanding Unsecured Loan granted interest receivable and exchange including interest receivable Company during the year difference at the end of the year during the year Rupees in Millions Rupees in Millions Rupees in Millions

Radhapuram Wintech Private 32.57 26.60 32.57 Limited

Aban Holdings Pte., Ltd., Singapore 2520.55 Nil 1710.44

(b) The rate of interest and other terms and conditions of such loan are, in our opinion, prima facie, not prejudicial to the interest of the Company.

(c) The repayment of principal and payment of interest is on "on demand" basis as per the loan agreement.

(d) The loan given by the Company to its wholly owned foreign subsidiary company is repayable on demand and therefore the question of overdue amount does not arise.

(e) The Company has taken loan from Companies covered in the Register maintained under Section 301 of the Companies Act, 1956, during the year, as shown below:

Amount Outstanding including Maximum amount outstanding Unsecured Loan granted interest receivable and exchange including interest receivable Company during the year difference at the end of the year during the year Rupees in Millions Rupees in Millions Rupees in Millions

Aban Investments Private 149.00 79.73 167.20 Limited

Aban Hotels & Resorts Private 116.50 116.50 116.50 Limited

Adbhoot Estates Private 600.00 601.41 207.00 Limited

Aban Ventures Private Limited 594.00 281.26 466.80

Aban Informatics Private 59.50 66.86 63.70 Limited

(f) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie, not prejudicial to the interest of the Company.

(g) The repayment of principal during the year and payment of interest is as per stipulations of loan agreement with respective companies.

iv 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 with regard to purchases of fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls in respect of these areas.

v (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956, that need to be entered into the Register maintained under the said Section have been entered in the said Register.

(b) In our opinion and according the information and explanations given to us, the transactions made in pursuance of contracts or arrangements referred to in (a) above and exceeding the value of INR 5,00,000/- with any party during the year have been made at prices which appears to be reasonable having regard to the prevailing market prices at the relevant time.

vi The Company has not accepted any deposits during the year from the public within the meaning of the provisions of Section 58A and 58AA of the Companies Act, 1956 or any other relevant provisions of the Act and the rules made there under.

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

viii The Central Government has prescribed maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956 in respect of generation of electricity through wind power. We have broadly reviewed the accounts and records of the Company in this connection 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 same.

ix (a) According to the information and explanations given to us and on the basis of our examination of the books of account, in our opinion, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Customs Duty, Sales Tax, Value Added Tax, Service Tax, Cess and other material statutory dues applicable to it. However minor delays have been noted during the year in the remittance of Service Tax. We are informed that the Employees'' State Insurance Scheme is not applicable to the Company. According to the information explanations given to us, no undisputed amounts payable in respect of above were in arrears as at 31st March 2014 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 Income Tax, Customs Duty, Sales Tax, Value Added Tax, Service Tax and Cess, which have not been deposited with appropriate authorities on account of any dispute, except the following:

Period to which the Forum where the dispute Nature of Statute Nature of Dues Amount in INR Million amount relates is pending

The Income Tax Appel- Income Tax Act, 1961 Income Tax 339.13 2007 - 2008 late Tribunal (ITAT)

The Commiss -ioner of Income Tax Act, 1961 Income Tax 418.38 2008 - 2009 Income Tax (Appeals)

x The Company does not have accumulated losses at the end of the fnancial year. The Company has not incurred cash losses during the fnancial year covered by the audit but has incurred cash losses in the immediately preceeding fnancial year.

xi Based on our audit procedures and according to the information and explanations given to us, we have noted default in repayment of term loan installments with respect to four bank loan account and a loan from a fnancial institution, and interest during the year which are due to Banks and a Financial Institution. The unpaid overdue loan installments and interest during the year in this regard as at 31st march 2014 were INR 545.61 Million and INR 136.71 Million respectively. The Company has since paid INR 19.80 Million of over due installment and INR 29.03 Million of over due interest due to a Bank and Financial Institution before the date of our report.

xii Based on our examination of records and the information and explanations given to us, the Company has not granted any loans and/ or advances on the basis of security by way of pledge of shares, debentures and other securities.

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

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

xv The Company has given guarantees for loans taken from banks by a subsidiary of its wholly owned foreign subsidiary. According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima-facie prejudicial to the interest of the Company.

xvi The Company has not taken any term loan from banks or fnancial institution during the year. Hence the provisions of clause 4 (xvi) of the Order are not applicable to the Company.

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 Company has not utilised short-terms funds towards long-term investment.

xviii During the year under Audit, the Company has not made preferential allotment of equity shares. However the Company has made preferential allotment of share warrants convertible into equity shares to persons covered in the Register maintained under Section 301 of the Companies Act, 1956. The issue price of share warrants has been determined as per the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 which in our opinion is not prejudicial to the interest of the Company.

xix No debentures have been issued by the Company during the year and hence, the provisions of clause 4 (xix) of the Order are not applicable to the Company.

xx During the year the Company has not raised money by way of public issue. Hence the provisions of clause 4 (xx) of the Order are not applicable to the Company.

xxi During the course of our examination of the books of account, we have neither come across any instance of fraud on or by the Company, either noticed or reported during the year, nor have we been informed of any such case by the management.

For Ford, Rhodes, Parks & Co.,

Chartered Accountants

ICAI - Registration No: 102860W

Ramaswamy Subramanian

Partner

Membership No: 016059

Place : Chennai Date : May 28, 2014


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of M/s Aban Offshore Limited ("the Company"), which comprise the Balance Sheet as at 31st March 2013, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with 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.

Auditors'' 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 auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. 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:

i. in the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2013;

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

iii. in the case of the Cash Flow Statement, of the cash flows for the year ended on that date Report on Other Legal and Regulatory Requirements

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 Companies Act, 1956, 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 it 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 sub-section (3C) of Section 211 of the Companies Act, 1956;

e On the basis of written representations received from the Directors as on March 31, 2013, and taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 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 THE AUDITORS'' REPORT

(Referred to in paragraph 1 of our report of even date under the caption "Report on Other Legal and Regulatory Requirements)

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 fixed assets have been physically verified by the Management during the year in a phased manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies have come to the notice on such physical verification.

(c) The Company has not disposed off any substantial part of fixed assets during the year so as to affect its going concern status.

ii (a) As explained to us, the inventories have been physically verified during the year by the Management. In our opinion the frequency of verification is reasonable.

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

(c) The Company has maintained records of inventory. The discrepancies noticed on verification between the physical stocks and the book records have been dealt with in the books of account.

iii (a) The Company has not granted any loan secured or unsecured to companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, during the year, except unsecured loan to its wholly owned foreign subsidiary as shown below:

Amount Outstanding including Maximum amount outstanding Unsecured Loan granted interest receivable and exchange including interest receivable Company during the year difference at the end of the year during the year Rupees in Millions Rupees in Millions Rupees in Millions

Aban Holdings Pte., Ltd., Singapore 1293.24 30.94 2942.68

(b) The rate of interest and other terms and conditions of such loan are, in our opinion, prima facie, not prejudicial to the interest of the Company.

(c) The repayment of principal and payment of interest is on "on demand" basis as per the loan agreement.

(d) The loan given by the Company to its wholly owned foreign subsidiary company is repayable on demand and therefore the question of overdue amount does not arise.

(e) The Company has taken loan from Companies covered in the Register maintained under Section 301 of the Companies Act, 1956, during the year, as shown below:

Amount Outstanding including Maximum amount outstanding Unsecured Loan taken during interest payable at the end including interest payable Company the year of the year during the year Rupees in Millions Rupees in Millions Rupees in Millions

Aban Investments Private Ltd NIL 101.18 1057.30

Aban Ventures Private Ltd 594.00 281.15 466.80

Aban Informatics Private Ltd 59.50 63.70 63.70

(f) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie, not prejudicial to the interest of the Company.

(g) The repayment of principal during the year and payment of interest is as per stipulations.

iv 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 with regard to purchases of fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls in respect of these areas.

v (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956, that need to be entered into the Register maintained under the said Section have been entered in the said Register.

(b) In our opinion and according the information and explanations given to us, the transactions made in pursuance of contracts or arrangements referred to in (a) above and exceeding the value of INR 5,00,000/- with any party during the year have been made at prices which appears to be reasonable having regard to the prevailing market prices at the relevant time.

vi The Company has not accepted any deposits during the year from the public within the meaning of the provisions of Section 58A and 58AA of the Companies Act, 1956 or any other relevant provisions of the Act and the rules made there under.

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

viii The Central Government has prescribed maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956 in respect of generation of electricity through wind power. We have broadly reviewed the accounts and records of the Company in this connection 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 same.

ix (a) According to the information and explanations given to us and on the basis of our examination of the books of account, in our opinion, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Customs Duty, Sales Tax, Value Added Tax, Service Tax, Cess and other material statutory dues applicable to it. However minor delays have been noted during the year in the remittance of Service Tax. We are informed that the Employees'' State Insurance Scheme is not applicable to the Company. According to the information explanations given to us, no undisputed amounts payable in respect of above were in arrears as at 31st 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 Income Tax, Customs Duty, Sales Tax, Value Added Tax, Service Tax and Cess, which have not been deposited with appropriate authorities on account of any dispute.

x The Company does not have accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year covered by the audit but has incurred cash losses in the immediately preceeding financial year.

xi (a) Based on our verification and according to the information and explanations given to us,we have noted that the company has converted two of its Indian Rupee term loans taken from banks into Foreign Currency Term loan that have aggregate value of Rs.6682.64 Million as at 31st march 2013.

(b) We have noted default in repayment of term loan instalments with respect to one bank loan account and a loan from a financial institution, and interest during the year which are due to Banks and a Financial Institution. The unpaid overdue loan instalments and interest during the year in this regard as at 31st march 2013 were INR 165.60 Million and INR 319.40 Million respectively.

The company has since paid INR 35.60 Million of over due instalment and INR 203.45 Million of over due interest due to Banks and a Financial Institution before the date of our report.

xii Based on our examination of records and the information and explanations given to us, the Company has not granted any loans and/ or advances on the basis of security by way of pledge of shares, debentures and other securities.

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

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

xv The Company has given guarantees for loans taken from banks by a subsidiary of its wholly owned foreign subsidiary. According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima-facie prejudicial to the interest of the Company.

xvi Except as stated in Para xi (a) regarding conversion of Indian Rupee Term Loan into Foreign Currency Term loan, the Company has not taken any term loan from banks or financial institution during the year. Hence the provisions of clause 4 (xvi) of the Order are not applicable to the Company.

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 Company has not utilised short-terms funds towards long-term investment.

xviii According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and Companies covered in the Register maintained under Section 301 of the Companies Act, 1956 during the year.

xix No debentures have been issued by the Company during the year and hence, the provisions of clause 4 (xix) of the Order are not applicable to the Company.

xx During the year the Company has not raised money by way of public issue. Hence the provisions of clause 4 (xx) of the Order are not applicable to the Company.

xxi During the course of our examination of the books of account, we have neither come across any instance of fraud on or by the Company, either noticed or reported during the year, nor have we been informed of any such case by the management.

For Ford, Rhodes, Parks & Co.,

Chartered Accountants

ICAI - Registration No: 102860W

Ramaswamy Subramanian

Partner

Membership No: 016059

Place : Chennai

Date : May 28, 2013

 
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