Auditor Report of Advance Powerinfra Tech Ltd.

Mar 31, 2015

Report on the Financial Statements

We have audited the accompanying financial statements of Advance Powerinfra Tech Ltd ("the company"), which compromise the Balance Sheet as at 31st March 2015 and the statement of Profit and Loss and Cash Flow Statement for the period from 01.04.14 to 31.03.15 and a summary of signification policies and other explanatory information.

Managements 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 provision 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 judgements 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 misstatements 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 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 risk 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 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 qualified audit opinion on the financial statement.

Basis of Qualified Opinion

The Management of Advance Powerinfra Tech Limited has considered that no provision is required against fall in the value of investment held at a cost of Rs. 279.93 Lacs in shares of quoted and unquoted Companies. Attention is invited to the following

a. Note 11 - a regarding the opinion framed by the Company for non provision of diminution In the value of quoted investments.

b. Note 11-b regarding non provision for diminution in value of unquoted investments.

The overall effect of the aforesaid matters on the financial statements for period from 1st April 2014 to 31st March 2015 and the corresponding figures for the period from 1st April 2014 to 31st March 2015, could not be determined.

Opinion

In our opinion and to the best of our information and according to the explanation s given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, 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 March 31st 2015;

b. In the case of the Profit and Loss Account, of the profit for the period from 1st April 2014 to 31st March 2015; and

c. In the case of the Cash Flow Statement, of the cash flows for the period from 1st April 2014 to 31st March 2015

Emphasis of matter

We draw attention towards certain debts and loans receivables due for over three years or more, specifically described in note no.26, which are subject to confirmation and no provision has been made by the management for the same.

Report on Other Legal and Regulatory Requirements

1. As required by the Company (Auditor''s Report) Order, 2015 (" the Order") issued by the Central Government of India, we give in the Annexure a statement on the matters specified in paragraph 3 and 4 of the order.

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

a. We have obtain all 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 appear s from our examination of those books.

c. The Balance sheet Statement of Profit and Loss, and Cash flow statement dealt with by the Report are in agreement with the books of account.

d. In our opinion the Balance Sheet, Statement of Profit and Loss , and the Cash Flow statement 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 representation 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.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Advance Powerinfra Tech Limited on the accounts of the Company for the year ended 31st March 2015.

On the basis of such checks as we considered appropriate and according to the information and Explanation given to us during the course of our audit , we report that

1. The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

In our opinion and according to the information and explanations given to us, no fixed assets has been disposed during the year and therefore does not affect the going concern assumption.

As explained to us, inventories have been physically verified during the period by the management at reasonable intervals.

2. 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.

In our opinion and the basis of our examination of the records, the company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stock by the management as compared to book records.

3. (a ) According to the information and explanations given to us and on the basic of our examination of the books of account, the company has granted Rs. 10.78 as loans , unsecured, to related other parties listed in the register maintained under section 189 of the Companies Act, 2013.

(b) The Loans provided are free of interest, in our opinion which may prejudice to the Interest of the Company

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weakness in the internal controls has been noticed.

5. As per information & explanations given to us in our opinion, the transaction entered into by the company with parties covered u/s 189 of the Act are reasonable. The Company has not accepted any deposits from the public covered under section 73 and 76 of the Companies Act 2013.

6. As per information & explanation given by the management maintenance of Records has not been prescribed by the Central Government under section 148 of the Act.

7. a) Accordingly to the information and explanations given to us and the records examined by us ,the company has no undisputed outstanding statutory dues as at 31st March 2015 for period of more than six months from the date they became payable.

b) According to the records of the company, the dues outstanding of income tax, wealth tax, central tax, central excise and cess as at 31st March 2015, which have not been deposited with respective authorities on any account of any dispute are as follows:

Name of the Nature Amounts Period to Forum whether statute of Dues (Rs.) which the dispute is pending amount related

Income Income Rs.270608/= A.Y 2003-2004 CIT- appeal Tax Tax Act,1961

Income Income Rs. 12733941/= A.Y 2007-2008 CIT- appeal Tax Tax Tribunal Act,1961

Income Income Rs.200000/- A.Y 2008-2009 CIT- appeal Tax Tax Act,1961

Central Central Rs.1690706/- P.Y 2009-2010 Central Excise Excise Excise & Rules 2002 Service Tax Tribunal.

** All the aforesaid disputed pending liabilities are of erstwhile M/S Advance Power Technologies Ltd Which has been merged with company as per the order of Hon''ble High court of Calcutta dated 26.7.2012.

8. The company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

9. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

10. According to the information and explanations given to us, the company has not given any guarantees for loan taken by others from a bank or financial institution.

11. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the given financial period.

12. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the company has been noticed or reported during the year, nor have we been informed of such case by the management.

For K.M.ROY CHARTERED ACCOUNTANTS

(C.A. K.M.ROY) Place: Kolkata PROPREITOR Date: 30th May 2015 Membership no.: 053720

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Mar 31, 2014

We have audited the accompanying financial statements of Advance Powerinfra Tech Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the period from 1stApril, 2013 to 31st March 2014, and a summary of significant accounting policies and other explanatory information.

Managements 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 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 qualified audit opinion.

Basis for Qualified Opinion

The Management of Advance Powerinfra Tech Limited has considered that no provision is required against fall in the value of investment held at cost of R. 352.35 Lacs in shares of quoted and unquoted Companies. Attention is invited to the following

a) Note 11-a regarding the opinion framed by the company for non provision of diminution in the value of quoted investments.

b) Note 11-b regarding non provision for diminution in value of unquoted investments.

The overall effect of the aforesaid matters on the financial statements for period from 1st April, 2013 to 31st March 2014 and on the corresponding figures for the period from 1st April 2012 to 30th June 2013, could not be determined.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, 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 March 31, 2014;

b) in the case of the Profit and Loss Account, of the profit/ loss for the period from 1stApril, 2013 to 31st March 2014; and

c) in the case of the Cash Flow Statement, of the cash flows for the period from 1stApril 2013 to 31st March 2014.

Emphasis of Matter

We draw attention towards certain debts and loans receivables due for over three years or more, specifically described in note no.26, which are subject to confirmation and no provision has been made by the management for the same.

Further M/s. Advance Power Technologies Ltd. have been merged with the company in terms of the order of Hon''ble High Court of Calcutta 27-07-2012.

Our opinion is not qualified in respect of above matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("theOrder") 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 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.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Advance Powerinfra Tech Limited on the accounts of the company for the year ended 31st March, 2014.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

As explained to us, inventories have been physically verified during the period by the management at reasonable intervals.

2. 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.

In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has granted R. 12.07 as loans, unsecured, to related other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

(b) The Loans provided are free of interest, in our opinion which may prejudice to the interest of the company.

(c) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has taken loans of R.47.44 Lakhs from other related parties listed in the register maintained under Section 301 of the Companies Act, 1956.

(d) The loan taken are free from any interest and long term in nature, in our opinion not prejudicial to the interest of the company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, 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)As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act are reasonable except interest free advances given to Miss. Vasundhara Kotia of R. 100000/- in the given financial period.The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

6. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

7. As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. . We have not, however, carried out a detailed examination of the same.

8. a)Accordingly to the information and explanations given to us and the records examined by us, the Company has undisputed statutory dues of Provident Fund of R.8553& Professional Tax R.5364 outstanding as at 31st March 2014 for a period of more than six months from the date they became payable.

b)According to the records of the Company, the dues outstanding of income tax, wealth tax, service tax, central excise and cess as at 31st March 2014, which have not been deposited with respective authorities on account of any dispute are as follows:

Name of the statute Nature of Amount(Rs.) Period to which the dues amount relates

Income Tax Act,1961 Income Tax Rs. 5337519/- A.Y 2005-2006

Income Tax Act,1961 Income Tax Rs. 5787374/- A.Y. 2003-2004

Income Tax Act,1961 Income Tax Rs. 16120008/- A.Y. 2007-2008

Income Tax Act,1961 Income Tax Rs. 200000/- A.Y. 2008-2009

Central Excise Central Rs.1690706/- P.Y 2009-2010 Rules 2002 Excise

Name of the statute Forum whether dispute is pending

Income Tax Act,1961 CIT - Appeal

Income Tax Act,1961 CIT - Appeal

Income Tax Act,1961 CIT - Appeal

Income Tax Act,1961 CIT - Appeal

Central Excise Rules 2002 Central Excise Tribunal

** All the aforesaid disputed pending liabilities are of erstwhile M/s Advance Power Technologies Ltd which has been merged with company as per the order of Hon''ble High Court of Calcutta dated. 26.07.2012

9. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

10. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

11. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

12. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

13. According to information and explanations given to us, the Company is not in trading in Shares, Mutual funds & other Investments. Therefore no records entries have been maintained in this regard & further investments specified are held in their own name.

14. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

15. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the given financial period.

16. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short- term basis have been used for long-term investment by the Company.

17. The Company has made allotment of 80 Lakhs equity shares of R. 10 each at par to the shareholders of Advance Power Technologies Limited in lieu of shares held by them in ratio of 1:2 on account of amalgamation as per the order of the Hon''ble High court dated 26.07.2012 on 23.08.2012.

18. The Company has no outstanding debentures during the period under audit.

19. The Company has not raised any money by public issue during the year.

20. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For K. M. Roy Chartered Accountants

K. M. Roy Place: Kolkata Proprietror Date: 30th May 2014 Membership No. : 53720

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Advance Powerinfra Tech Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the period from 1st July 2012 to 31st March 2013, 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 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 qualified audit opinion.

Basis for Qualified Opinion

The Management of Advance Powerinfra Tech Limited has considered that no provision is required against fall in the value of investment held at cost ofX. 352.35 Lacs in shares of quoted and unquoted Companies. Attention is invited to the following

a) Note 11-a regarding the opinion framed by the company for non provision of diminution in the value of quoted investments.

b) Note 11-b regarding non provision for diminution in value of unquoted investments.

The overall effect of the aforesaid matters on the financial statements for period from 1st July, 2012 to 31st March 2013 and on the corresponding figures for the period from 1st April 2011 to 30th June 2012, could not be determined.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the

I effects of the matter described in the Basis for Qualified Opinion paragraph, 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 March 31, 2013;

b) in the case of the Profit and Loss Account, of the profit/ loss for the period from 1st July 2012 to 31st March 2013; and

c) in the case of the Cash Flow Statement, of the cash flows for the period from 1st July 2012 to 31s'' March 2013.

Emphasis of Matter

We draw attention towards certain debts and loans receivables due for over three years or more, specifically described in note no.26, which are subject to confirmation and no provision has been made by the management for the same.

Further M/s. Advance Power Technologies Ltd. have been merged with the company in terms of the order of Hon''ble High Court of Calcutta and accordingly the financial statements were made for the 15 months period ended 30-06-2012 in the previous financial statement. Hence, the management prepared current financial statement for the 9 months period from 1st July, 2012 to 31st March 2013. As such the figures of Financial Statements are not comparable.

Further title document of immovable properties had not been made available to us for verification. Our opinion is not qualified in respect of above matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("theOrder") 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 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.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Advance Powerinfra Tech Limited on the accounts of the company for the year ended 31st March, 2013.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

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, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. (a) As explained to us, inventories have been physically verified during the period by the management at reasonable intervals.

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

(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has granted X. 12.07 as loans, unsecured, to related other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

(b) The Loans provided are free of interest, in our opinion which may prejudice to the interest of the company.

(c) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has taken loans of X. 47.44 Lakhs from other related parties listed in the register maintained under Section 301 of the Companies Act, 1956.

(d) The loan taken are free from any interest and long term in nature, in our opinion not prejudicial to the interest of the company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, 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) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act are reasonable except interest free advances given to Mr. Hashvardhan Kotia of X. 700000/- and to Miss. Vasundhara Kotia of ^. 100000/- in the given financial period.

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.. We have not, however, carried out a detailed examination of the same.

9. a)Accordingly to the information and explanations given to us and the records examined by us, the Company has undisputed statutory dues of t. 3.58 Lacs on account of service tax outstanding, Provident Fund of X. 4837 & Professional Tax Rs.. 4154 outstanding as at 31st March 2013 for a period of more than six months from the date they became payable.

Central Excise Rules, 2002 Central Excise Rs..1690706/- P.Y 2009-2010 Central Excise Tribunal

** All the aforesaid disputed pending liabilities are of erstwhile M/s Advance Power Technologies Ltd which has been merged with company as per the order of Hon''ble High Court of Calcutta dated. 26.07.2012

10. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, the Company is not in trading in Shares, Mutual funds & other Investments. Therefore no records entries have been maintained in this regard & further investments specified are held in their own name.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the given financial period.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2013, we report that no funds raised on short- term basis have been used for long-term investment by the Company.

18. The Company has made allotment of 80 Lakhs equity shares of ^. 10 each at par to the shareholders of Advance Power Technologies Limited in lieu of shares held by them in ratio of 1:2 on account of amalgamation as per the order of the Hon''ble High court dated 26.07.2012 on 23.08.2012.

19. The Company has no outstanding debentures during the period under audit.

20. The Company has not raised any money by public issue during the year.

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For PRAKASH JOSH I & ASSOCIATES

Chartered Accountants

FRN:323707E

Name of the Member: CAASHISH MODI

Place: Kolkata (Designation):

PARTNER

Date: 30th May 2013 Membership No. : 062261

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Mar 31, 2010

(Formerly Marscns Power & Infrastructure Development limited)

We have audited the attached Balance Sheet of Advance Powerlnfra Tech Limited as 31st March, 2010 and the related Profit & Loss Account 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 companys management. Our responsibility is to express an opinion on these financial l statements based on our audit,

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 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

1, As required by the Companies (Auditors Report) Order, 2003 as amended by the companies (Auditors Report] (Amendment) Order 2004 issued by the Central Government of India in terms of subsection [4A] of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent applicable.

2, Further to our comments in the annexure referred to in Paragraph 1 above, we state 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 for as appears from our examination of such books.

c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement referred to in this report are on agrement with the books of account.

d) In our opinion the Profit & Loss Account, Balance Sheet and Cash Flow Statement of the company with the Accounting Standards referred to in Sub-Section 3(c) Section 211 of the Companies Act, 1956

e) On the basis of representations received from the directors of the company, we report that no directors is disqualified From being appointed as a director of the company under clause [g] of sub-section [1] of sect lies Act. 1956 and

f) 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 the view.

i. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2010

ii. In the case of the Profit & Loss Account, of the profit of the Company for the year ended on date.

iii. |n the case of the Cash Flow Statement, of the cash flows for the year ended on that date.



ANNEXURE

1. a) The Company has maintained proper records showing full particulars including quantitative details and location of the Fixed Assets

b) There is a regular program to be taker of physical verification, which in our opinion is. reasonable, having regard to the size of the company and the nature of fixed assets No material discrepancies have been noticed in respect of the assets physically verified during the year.

C) The Company has not disposed off substantial part of fixed assets during the Year.

2, a) Inventories have been physically verified during the year by the management, though there is no inventory in respect of traded items at close. In our opinion, the frequency of verification is reasonable

b) The procedures of physical verification of stocks Followed by the management are 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 book records were not material and have been properly dealt with in the books of account.

3. a) The Company has taken interest free unsecured loan of Rs. 50000/- from one party last the year in the register mentioned under section 301 of Companies Act. 1956. The maximum amount involved was Rs. 50000/- and the year ended balance of loan taken from such parties were Rs, 50000/-.

b) The rate of interest and other terms and conditions of such loan arer in our opinion not prejudicial to the Interest of the company.

c) The Company has not granted any loan secured or unsecured, to Companys firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

4. In onr opinion, and according to the information and explanations given to us, there is adequate internal control system Commensurate with the size of the Company and the nature of its business. During the course of our audit no major weakness was noticed in the internal control system.

5. The Company has not made any transactions which are required to be entered in the register maintained under section 301 of the Act. Accordingly, clause 4(v) of the Order of the Companies (Auditors Heportl Order, 2003 are not applicable to the Company.

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

7. In our opinioni the Company has an internal audit system commensurate with the sije and nature of its business.

8. Based on information and explanations received the company is not required to have cost audit done and accordingly clause 4(viii) of the Order of the Companies (Auditors Report] Order, 2003 are not applicable to the Company.

9. a) Accordingly to the information and explanations given to us and the records examined by us, the Company is regular in depositing undisputed statutory dues including Income Tax and other statutory dues with the appropriate authorities and there are no undisputed statutory dues outstanding as at 31st March, 2010, for a period of more than six months from the date they became payable.

b) According to the records of the Company, there are no disputed demands on account of statutory dues in relation to clause 4(ix)(b] the Order of the Companies (Auditors Report) Order, 2003,

10. The Company has not incurred cash losses during the current year and in the immediately preceding financial year and there are no accumulated losses at the end of the year

11. According to the information and explanations- given to us by the management, we are of the opinion that the company has not defaulted in repayment of dues to banks.

12 Based on our examination of the records and the information and explanations given to us, 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 As the Company is not a chit fund, nidhi, mutual benefit fund or society the provisions of clause 4{xiii] of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

14. The Company nas not dealt in any shares during the year and that shares are lying in stocks only and for which proper relevant records are being maintained,

15 According to the information and explanations received, the company has not given any guarantees to financial institutions/banks for loans taken by pthers from them and the terms and conditions of such guarantees prima facie appear to be not prejudicial to the interest of the company

16, According to the information and explanations received, the company has not taken any term loans and as such provisions of clause 4(xvi) of the companies {Auditors Report) Order, 2003 are not applicable to the company

17 Based on Our examination of the records and according to the information and explanations receded, the Company has not taken any borrowings and as such the provisions of clause 4(xvii) of the Companies (Auditors Report] Order, 2003 are not applicable to the company.

18. The Company has not made any preferential allotment of shares during the year.

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

20. The Company has not raised any money by way of public Issue during the year.

21. As per the information and explanations given to us, no fraud on or by the Company has been noticed during the year.

For Bhalotia & Co.

Chartered Accountants

P-48, C.I.T ROAD, SCHEME -VIM, {R P- BHALOTIA)

Kolkata-700054 PROPRIETOR

Dated the 27th day of August, 2010 M.No. 13631