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Auditor Report of Bharati Defence and Infrastructure Ltd.

Mar 31, 2015

We have audited the accompanying Financial Statements of Bharati Shipyards Limited ("the Company"), which comprise the Balance Sheet as at March 31, 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 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 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 and ensuring their operating effectiveness and 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 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 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 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 qualified audit opinion on the Financial Statements.

Basis for Qualified Opinion

a) The Company has as on 31st March 2015, recognized deferred tax asset (net) of Rs. 29,998 Lakhs in the financial Statement on its carried forward Accumulated Losses (including unabsorbed depreciation), interest expenses (including Funded Interest Term Loan (FITL)), Disallowance of Expenses, Gratuity and Leave Encashment. The principles of Accounting Standard- 22 notified in this regard clearly states that deferred tax assets should be recognized and carried forward only to the extent that there is a virtual certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. In our opinion, considering the huge accumulated losses and the present scenario of the Company's business, there is no certainty that the company would have sufficient future taxable income to justify the creation of Deferred Tax Asset. Had the Deferred tax asset not been created, the net the loss for the year ended 31st March 2015 would have been higher by Rs. 29,998 Lakhs and the accumulated losses as at that date would have been higher by the same amount. Refer Note No. 31 forming part of the Financial Statements.

b) The company has issued refund bank guarantees to customers against various advance stage payments received by the Company. Several of these customers had invoked the Bank Guarantees and the Banks have made payment aggregating to Rs. 96,632.71 Lakhs on account of refund bank guarantee invoked by the customers, along with Interest of Rs. 30,245.42 Lakhs and foreign exchange variation of Rs. 32,843.42 Lakhs upto 31st March 2015 and has charged further interest of Rs. 9,027 lakhs on such invoked refund bank guarantee payments upto 31st March 2015. The Company is of the opinion that payments under the refund bank guarantee are made by banks without following due process of law. The Company has also filed a suit before the Hon'ble City civil court, Mumbai against the lending banks for payment of such invoked refund bank guarantees and the same is pending for disposal. Hence the Company has not made any provision in its Financial Statements for the year ended 31st March 2015 in respect of any of the above payments made by the banks. In view of the pending litigation and the uncertainty of outcome of such pending litigation, we are unable to quantify its possible effect that may arise upon settlement of such litigation on the Financial Statement for the year ended 31st March 2015. Refer Note No. 32 forming part of the Financial Statements.

c) The Company had recognized for subsidy under Ship Building Subsidy Scheme in earlier years, of which subsidy of Rs.64,792.77 Lakhs is outstanding as on 31st March 2015. The receipt of aforesaid Subsidy is dependent upon completion of vessels and compliance with other terms and conditions of the Shipbuilding Subsidy Scheme of the Government of India. In our opinion the recognition of above claim, being contingent asset in nature, is not in conformity with AS-29, Provisions, Contingent liabilities and Contingent assets. In view of the uncertainty involved with respect to generation of future cash flow as required for completion of vassals, we are unable to comment on the recoverability or otherwise of the aforementioned Subsidy receivable amounting to Rs. 64,792.77 Lakhs. Therefore, the possible impact of the same on the Financial Statement for the year ended 31st March 2015 cannot be ascertained. Refer Note No. 33 forming part of the Financial Statements.

d) The Company had been referred to CDR Cell on 16th December, 2011, and the financing arrangements under the scheme have been partly implemented. The said CDR scheme has been subsequently revoked by CDR EG being monitoring institutions vide its letter dated 21st August 2014. Some of the lenders including Lead Bankers have transferred there right, title, securities and interest in financial assistances to Edelweiss Asset Reconstruction Company Limited (EARC). EARC is also proposing to come up with various stage wise restructuring plans for debts including reference made to BIFR on 10th April, 2015 to curtail the financial burden of the business cash flows in addition to business operation and management. We draw attention to Note no. 30 of the Financial Statement which indicates that the Company has continuously been incurring substantial losses since past few years and Company has also incurred a net loss of Rs 86,458.24 Lakhs for the year ended 31st March 2015. As of this date, the Company's total liabilities exceed its total assets by Rs 106,878.36 Lakhs and its net worth has been fully eroded.

The appropriateness of the going concern basis is interalia dependent upon company's successful financial restructuring including raising requisite finance for its revival and consequent generation of future cash flow to meets its obligations. In our opinion, these conditions along with other matters indicate the existence of material uncertainty that may cast doubt about the Company's ability to continue as going concern.

e) The Company had given loans and advances of Rs. 91,048.18 Lakhs to its subsidiaries, which in turn holds investment in GOL Offshore Ltd (GOL). As per the Audited Financial Result of GOL as on 31st March 2015, there are continuing defaults in repayment of loans including invocation of some of the corporate guarantees and in some cases recovery proceedings have been initiated. In the opinion of the management, Investment in GOL being strategic and long term in nature and the diminution in the value of investment is temporary and the loans and advances given are recoverable and no provisioning is required against the same. We are unable to comment on the recoverability of the Loans and Advances and ascertain its possible impact, if any, on the Financial Statements for the year ended 31st March 2015. Refer Note No. 34 (a) forming part of the Financial Statements.

f) The Company had given loans and advances of Rs. 8,497.86 Lakhs to its subsidiary for investment in Tebma Shipyard Limited (TSL). TSL has been incurring cash losses and its net worth has substantially eroded and its cash flows are under stress. In the opinion of the management, the investment is strategic and long term in nature and the diminution in value of Investment is temporary and the loans and advances given are recoverable and no provisioning is required against the same. We are unable to comment on the recoverability of the Loans and Advances and ascertain its possible impact, if any, on the Financial Statements for the year ended 31st March 2015. Refer Note No.34 (b) forming part of the Financial Statements.

g) The Company had made investment and given loans and advances amounting to Rs. 3,184.86 Lakhs in/to Bengal Shipyard Limited (Bengal). Bengal is yet to start its business operations due to pending approvals and problems associated with acquisition of land from Govt of West Bengal. In the opinion of the management, the investment is strategic and long term in nature and the diminution in value of Investment is temporary and the loans and advances given are recoverable and no provisioning is required against the same. We are unable to comment on the recoverability of the Loans and Advances and diminution in the value of the investments and ascertain its possible impact, if any, on the Financial Statement for the year ended 31st March 2015. Refer Note No. 34 (c) forming part of the Financial Statements.

h) Confirmation / bank statements from some banks and Edelweiss Asset Reconstruction Company Limited (EARC) with respect to secured loans outstanding as on 31st March 2015 were not made available for verification. Hence the possible effect due to pending reconciliation with the books of accounts, if any, on Financial Statements for the year ended 31st March 2015 remains unascertained. Refer Note No. 35 forming part of the Financial Statements.

i) Company has not provided for interest on secured loans including bank guarantee and other debt facility if any (funded as well as non funded) assigned to Edelweiss Asset Reconstruction Company Limited (EARC) and loans for which company has received any recall notice, from the date of assignment and / or receipt of recall notice from banks and NPA loan accounts for which it has not received call notice or any statement from lenders. In absence of relevant details and information with respect to computation of un-provided interest liability, we are unable to quantify its possible effect on the Financial Statement for the year ended 31st March 2015. Refer Note No. 35 forming part of the Financial Statements.

j) In absence of relevant documents / confirmations from banks, we are unable to comment on current status of Margin deposit with banks and Bank Guarantee as disclosed in contingent liability. Refer Note No. 36 forming part of the Financial Statements.

k) Due to pending reconciliation and confirmation of Trade Receivables, Loan and Advances, Trade Payables and Other Liabilities, we are unable to comment upon its possible effect on the Financial Statement for the year ended 31st March 2015. Refer Note No. 38 forming part of the Financial Statements.

Qualified Opinion

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

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 loss 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.

Emphasis of Matter

We draw attention to the following matter in the notes to the Financial Statements:

i Based on the valuation report of an Independent Chartered Engineer company has written off excess value of Work in Progress ("WIP") as on 31st March 2015 amounting to Rs. 54,177.02 Lakhs and charged excess value of WIP to statement of profit and loss as "Exception items". Refer Note No. 39 (a) forming part of the Financial Statements.

ii The Company is in the process of obtaining legal opinion with respect to disclosure and accounting treatment of unappropriated amount lying in share application money post expiry of last appointed date for exercise of option for conversion of share warrants and upon revocation of CDR scheme. Refer Note No. 29.1 forming part of the Financial Statements.

iii Internal control system in relation to timely and proper recording of the revenue and expenses transaction needs to be strengthened. Refer Note No. 37 forming part of the Financial Statements.

Our opinion is not qualified in respect of the above matters.

Report on Other Legal and Regulatory Requirements

(1) As required by the Companies (Auditors' Report) Order, 2015 ("the Order") issued by the Central Government of India (Ministry of Corporate Affairs) in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure, a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

a. We have sought and except for the matter described in the Basis for Qualified Opinion and Emphasis of matters paragraph above, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b. Except for the effects/possible effects of the matters described in the Basis for Qualified Opinion paragraph above, 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 Company has no branch offices whose accounts are audited by branch auditors, hence requirement of clause c of section 143(3) of the act is not applicable.

d. 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;

e. Except for the effects/possible effects of the matter described in the Basis for Qualified Opinion paragraph above, 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;

f. The matter described in the Basis for Qualified Opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the Company;

g. Based on the legal opinion obtained by the management on disqualification of directors and 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;

h. The qualifications relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph above.

i. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, 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 No. 28 forming part of the Financial Statements on Contingent Liabilities;

(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.

(iii) There is a delay of 19 days in transferring amount of Rs. 0.61 Lakhs as required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure to the Auditors' Report

Annexure referred to in paragraph 1 under the heading "Report on other legal and regulatory requirements" of our report of even date

i

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

b. According to information and explanation given to us, physical verification of a major portion of fixed assets including capital work in progress was conducted by an independent valuation agency as at the year end. In our opinion, the frequency of such verification is reasonable having regard to the size of the Company and the nature of its assets. As informed to us, no material discrepancies were noticed on such physical verification.

ii

a. As explained to us, physical verification of inventories has been conducted at reasonable intervals by the management and the physical verification of the vessels under construction was conducted by an independent valuation agency as at the year end.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory and vessels under construction, 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 according to the information and explanation given to us, the Company is maintaining proper records of inventories and vessels under construction and the discrepancies noticed on such physical verification between physical stock and the book records have been properly dealt with in the books of account.

iii

a. As per the records of the company, it has granted interest free unsecured loans to parties covered in the register maintained Under Section 189 of the Companies Act, 2013.

b. According to the information and explanation given to us, there is no stipulation as to the repayment of the above loans and the same are repayable on demand.

c. As there is no stipulation as to the repayment of the loans given, question of any overdue amount exceeding Rs. One lakh does not arise.

iv In our opinion and according to the information and explanations given to us, an internal control system is required to be strengthened to make it commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in such internal control system.

v According to the information and explanations given to us, the Company has not accepted any deposit from public as governed by provisions of section 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules framed there under, where applicable, hence provision of clause (v) of the order is not applicable.

vi On the basis of records produced before us, we are of the opinion that prima facie, the cost records prescribed by the Central Government of India under section 148(1) of the Companies Act 2013 have been made and maintained. We have however not made a detailed examination of the cost records with a view to determine whether they are accurate or complete

vii

a. According to the records of the company, the Company is not regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth-tax, Service tax, Duty of customs, Duty of Excise, Value added tax, Cess and any other statutory dues with the appropriate authorities. According to the information and explanation given to us, there are no undisputed statutory dues as referred to above as at 31st March, 2015 for a period more than six months from the date they become payable except as detailed in Annexure I to this report.

b. According to the records of the company and information and explanation given to us, the dues in respect of Income tax, Service tax, Duty of Excise and Duty of Custom that have not been deposited on account of pending disputes with appropriate authorities are as detailed in Annexure II to this report.

c. According to the information and explanation given to us, the amounts required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under have been so transferred. However there is a delay of 19 days in transferring amount of Rs. 0.61 Lakhs.

viii The accumulated losses of the Company at the end of the financial year exceed fifty percent of its net worth. The Company has incurred cash losses during the financial year and in the immediately preceding financial year.

ix According to the information and explanation given to us, the Company has defaulted in repayment of dues to a financial institution, banks and debenture holders as detailed in Annexure III to this report.

x According to the information and explanation given to us, the Company has not given guarantees for loans taken by others from Banks or Financial Institutions; hence provision of clause (x) of the order is not applicable.

xi According to the information and explanation given to us, the company has not obtained any term loans; hence provision of clause (xi) of the order is not applicable.

xii Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For Damania and Varaiya. Firm's Registration Number: 102079W Chartered Accountants

CA. Bharat Jain Partner Membership No.100583

Place: Mumbai Date: 30th May 2015.


Mar 31, 2014

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

MANAGEMENT RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and the cash flows of the Company in accordance with the Accounting Standards notified 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 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 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 control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the 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

Attention is invited to detailed Note no. 31 of the financial statements, regarding Work in Progress carried in the financial statements of the Company at Rs. 3,63,049 lakhs. As per the practice regularly followed by the Company, valuation of Work in Progress was carried out as on March 31, 2014 by an Independent Chartered Engineer. As determined by the Independent Chartered Engineer in the Valuation Report obtained by the Company, the WIP as on Balance Sheet date was valued at Rs. 3,26,442 lakhs which is lower by Rs. 36,607 lakhs compared to the book value of WIP of Rs. 3,63,049 lakhs due to reworking and replacement costs, obsolescence of material, delay in procurements leading to delay in construction and consequential increase in costs, liquidation damages due to delay in construction and other such expenditure. The Management has not written off the said excess Work in Progress of Rs. 36,607 lakhs in the accounts for the year ending March 31, 2014. In our opinion, considering the report of the Independent Chartered Engineer, the Company ought to have written off vessels under constructions to the extent of Rs. 36,607 lakhs in its Statement of Profit and Loss for the year ended March 31, 2014. Had the same been accounted for, the net loss for the year ended March 31, 2014 would have been higher by Rs. 36,607 lakhs and the accumulated losses as at that date would have been higher by the same amount. Our audit opinion on the financial statements for the year ended March 31, 2014 is qualified in respect of the above matter.

Attention is invited to detailed note 32 of the financial statements , regarding Deferred Tax Asset created by the Company. The Company has created deferred tax asset of Rs. 33,097 lakhs on its Accumulated Losses (including unabsorbed depreciation) and on the unpaid interest (including Funded Interest Term Loans). The principles of Accounting Standard- 22 notified in this regard clearly states that deferred tax assets should be recognised and carried forward only to the extent that there is a virtual certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised. In our opinion, considering the huge accumulated losses and the present scenario of the Company''s business, there is no certainty that the company would have sufficient future taxable income to justify the creation of Deferred Tax Asset. Had the Deferred tax asset not been created, the net loss for the year ended March 31, 2014 would have been higher by Rs. 33,097 lakhs and the accumulated losses as at that date would have been higher by the same amount. Our audit opinion on the financial statements for the year ended March 31, 2014 is qualified in respect of the above matter.

Attention is invited to detailed note 33 of the financial statements, regarding refund bank guarantees invoked by Customers of Rs. 73,041 lakhs and paid by the bank, interest of Rs. 22,846 lakhs paid by the bank to the Customers on such invoked refund bank guarantees, foreign exchange variation of Rs. 28,737 lakhs on such refund bank guarantee payments and further interest of Rs. 7,467 lakhs charged by bank on such refund bank guarantee payments. The Company has not made any provision in its financial statements in respect of any of the above. The Company has filed a suit before the Hon''ble City Civil Court, Mumbai against the lending banks for payment of such invoked refund bank guarantees. In view of the pending litigation and the uncertainty of outcome of such pending litigation, we are unable to quantify and comment upon the liability that may devolve on the Company on account of such invoked bank guarantees. Our audit opinion on the financial statements for the year ended March 31, 2014 is qualified in respect of the above matter.

Attention is invited to detailed note 34 of the financial statements, regarding company''s receivables include Subsidy receivable from the Government of India amounting to Rs. 66,060 lakhs. The receipt of the aforesaid Subsidy is dependent upon completion of vessels and compliance with other terms and conditions of the Shipbuilding Subsidy Scheme of the Government of India. In view of the uncertainty involved as mentioned above, we are unable to comment on the recoverability or otherwise of the aforementioned Subsidy receivable amounting to Rs. 66,060 lakhs. Therefore, the impact of the same on the Losses for the year ending March 31, 2014 cannot be ascertained. Our audit opinion on the financial statements for the year ended March 31, 2014 is qualified in respect of the above matter.

QUALIFIED 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 above, 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 :

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

(c) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

EMPHASIS OF MATTER

We draw attention to Note 30 of the financial statements which indicates that the Company is undergoing the process of Financial Restructuring We also refer to our qualifications in Basis for Qualified Opinion paragraph herein above. The appropriateness of assumption of going concern of the Company is dependent upon the successful financial restructuring including raising of requisite finance for its revival and consequent utilisation of the infrastructure to generate cash flows in future to meet its obligations. Our opinion is not qualified in respect of this matter.

REPORT ON 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 Section 227(4A) 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) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, 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) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, in our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 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 the written representations received from the directors as on March 31, 2014, 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 Section 274(1)(g) of the Act.

(Referred to in Paragraph 1 under "Report on Other Legal and Regulatory Requirements" section of our report of even date) (i) In respect of its Fixed Assets:

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

(b) According to information furnished to us, physical verification of a major portion of fixed assets as at March 31, 2014 was conducted by the management during the year. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such physical verification.

(c) No substantial part of fixed assets has been disposed off during the year which will affect the going concern principle. (ii) In respect of its Inventories:

(a) Physical verification of inventories has been conducted at reasonable intervals by the management.

(b) In our opinion and according to the information and explanations given to us, 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) In our opinion and according to the information and explanation given to us, the Company is maintaining proper records of inventory and during the course of our audit no material discrepancies were noticed on physical verification of inventories.

(iii) In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act 1956, according to the information and explanations given to us:

(a) The Company has not granted loans during the year. At the year-end, the outstanding balances of such loans granted aggregated Rs. 103,283.77 Lakhs (number of parties 14) and the maximum amount involved during the year was Rs. 103,283.77 Lakhs (number of parties 14).

(b) In our opinion and according to the information and explanation given to us, the above loans are Interest free and conditions on which loans have been given to the company are not, prima facie, prejudicial to the interest of the Company.

(c) There is no stipulation for repayment of principal and interest on the above loans and hence, the question of repayment being irregular does not arise.

(d) There is no stipulation for repayment of principal and interest on the above loans and hence, the question of overdue principal and interest amount does not arise.

In respect of loans, secured or unsecured, taken by the Company from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

(e) The Company has taken loans aggregating Rs. 7,029.77 Lakhs from 1 party during the year. At the year-end, the outstanding balances of such loans taken aggregated Rs. 40.15 Lakhs (number of parties 3) and the maximum amount involved during the year was Rs. 7069.92 Lakhs (number of parties 4).

(f) In our opinion and according to the information and explanation given to us, above loans are interest free and terms and conditions on which loans have been given to the company are not, prima facie, prejudicial to the interest of the Company.

(g) There is no stipulation for repayment of principal and interest on the above loans and hence, the question of repayment being irregular 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, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in such internal controls.

(v) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the particulars of the contracts or arrangements that need to be entered into the register maintained under section 301 of the Act, have been so entered.

(b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the contracts maintained under Section 301 of the Act 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 prevailing market prices at that time.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from public as defined under section 58A and 58AA of the Act and the rules framed there under.

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

(viii)We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanation given to us and according to the books and records produced and examined by us, the Company has been irregular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Employee''s State Insurance, Sales Tax, Service Tax, Income Tax, Wealth Tax, Custom Duty, Excise Duty. However, according to the information and explanations given to us, the dues in respect of income tax, Wealth Tax, Professional Tax, ESIC, Service Tax that have not been deposited with the appropriate authorities within a period of 6 months from the date they became payable are given below:

Nature of the Financial Year to which Nature of the Statute . dues the matter Pertains

The Income Tax Act, 1961 Income Tax 2008-2009

The Income Tax Act, 1961 Income Tax 2010-2011

The Wealth Tax Act, 1957 Wealth Tax 2003-2004

The Income Tax Act, 1961 TCS 2013-2014

The Income Tax Act, 1961 TDS 2011-2012

The Income Tax Act, 1961 TDS 2012-2013

The Income Tax Act, 1961 TDS 2013-2014

Professional Tax Act, 1975 Professional Tax 2013-2014

ESIC Act, 1948 ESIC 2013-2014

The Finance Act, 2004 and Service Tax Rules Service Tax 2008-2009 to 2011 -2012

The Finance Act, 2004 and Service Tax Rules Service Tax 2012-2013

The Finance Act, 2004 and Service Tax Rules Service Tax 2013-2014

The Customs Act, 1962 Custom Duty 2010-2011

The Customs Act, 1962 Custom Duty 2009-2010

Nature of the Statute Amount Rs. (in Lakhs)

The Income Tax Act, 1961 928.07

The Income Tax Act, 1961 1319.07

The Wealth Tax Act, 1957 0.15

The Income Tax Act, 1961 0.48

The Income Tax Act, 1961 2.69

The Income Tax Act, 1961 5.56

The Income Tax Act, 1961 126.81

Professional Tax Act, 1975 5.93

ESIC Act, 1948 2.34

The Finance Act, 2004 and Service Tax Rules 292.11

The Finance Act, 2004 and Service Tax Rules 106.07

The Finance Act, 2004 and Service Tax Rules 21.90

The Customs Act, 1962 104.30

The Customs Act, 1962 115.01



(b) According to the information and explanation given to us, the dues in respect of income tax, service tax, excise duty, custom duty that have not been deposited with the appropriate authorities on account of dispute and the forum where the disputes are pending are given below.

Nature of Financial Year to which Amount Rs. Nature of the Statute the dues the matter Pertains (in Lakhs)

The Income Tax Act, 1961 Income Tax 2003-2004 0.15

The Income Tax Act, 1961 Income Tax 2005-2006 0.04

The Income Tax Act, 1961 Income Tax 2007-2008 668.19

The Income Tax Act, 1961 Income Tax 2008-2009 496.47

The Income Tax Act, 1961 Income Tax 2009-2010 451.12

The Finance Act, 2004 and Service Tax 2008-2009 to 2012-13 2871.00 Service Tax Rules

The Customs Act, 1962 Custom Duty 2008-2009 39.36

The Customs Act, 1962 Custom Duty 2011-2012 4978.56

The Central Excise Act, Excise Duty 2011-2012 1354.04 1944

Nature of the Statute Forum where dispute is pending

The Income Tax Act, 1961 Appeal pending before CIT(A)

The Income Tax Act, 1961 Appeal pending before CIT(A)

The Income Tax Act, 1961 Appeal pending before CIT(A)

The Income Tax Act, 1961 Appeal pending before CIT(A)

The Income Tax Act, 1961 Appeal pending before CIT(A)

The Finance Act, 2004 and Dy Commissioner Service Tax Rules

The Customs Act, 1962 Director General of Central Excise Intelligence

The Customs Act, 1962 Commissioner of Customs

The Central Excise Act, 1944 Commissioner of Central Excise (LTU)

(x) The accumulated losses of the Company at the end of the financial year are not less than fifty percent of its net worth and the Company has incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) According to the records produced, the company had overdrawn cash credit, overdue principal and overdue interest. In the absence of the status of the Corporate Debt Restructuring and declaration of bank accounts as Non Performing Assets by various banks, we are unable to comment on the defaults in repayment of dues to financial institutions, banks and debenture holders.

(xii) According to the information and explanation 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.

(xiii) In our opinion, considering the nature of the business carried on during the year, the Company is not a chit fund or nidhi /mutual benefit fund /society. In view of the above, the said clause (xiii) of the order is not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities. It has only invested in shares of subsidiaries, joint venture, for which proper records have been maintained and timely entries have been made therein. The said investments are held in company''s name.

(xv) In our opinion and according to the information and explanation given to us, the Company has not given any corporate guarantee for loan taken by others from financial institution during the year.

(xvi) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised, except for loan amounting to Rs 2,350/- lakhs which was applied for other purpose.

(xvii) According to the information and explanation given to us and on the overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investments.

(xviii) During the year the Company has made preferential allotment of 1,18,46,602 Equity shares of Rs. 10/- each at premium of Rs. 69.12/- to the promoter group of the Company in accordance with the terms of Corporate Debt Restructuring agreed with its Lenders. The valuation of these shares was done as per SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations which in our opinion is not prejudicial to the interest of the company.

(xix) According to information and explanations given to us, the company has not issued any debentures during the year.

(xx) As informed to us, the Company has not raised any money by public issues during the year.

(xxi) In our opinion and according to information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.

For DPH & Co. Chartered Accountants Firm Registration No. 128862W CA. Apeksha Gada Partner Membership No. 139282 Place: Mumbai Date: September 08, 2014


Mar 31, 2013

REPORT ON FINANCIAL STATEMENTS

We have audited the accompanying financial statements of BHARATI SHIPYARD LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 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 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 principles generally accepted in India including Accounting Standards referred to in Section 211(3C) 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 misstatements. 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 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 :

(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 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.

Emphasis of Matter

Without qualifying our opinion, we draw attention to Point nos. 1(a) Basis of Preparation and Point no. 28 Corporate Debt Restructuring of the Significant Accounting Policies and Notes to Accounts forming in the financial statements which indicates that the Company is undergoing the process of Financial Restructuring which till the time of finalization of these accounts appears to be pending for complete implementation in substance and not just form. These conditions, along with other matters as set forth in Point nos. 1(h), 1(k), 1(m) and 30 of Notes to Accounts indicate the existence of a material uncertainty which may have significant impact on the Company''s financial position in future.

REPORT ON 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 Section 227(4A) 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:

- 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.

- 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.

- 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.

- In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in section 211(3C) of the Act;

- On the basis of the written representations received from the directors as on March 31, 2013, 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 Section 274(1)(g) of the Act.

Referred to in paragraph 3 of our report of even date

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

(b) As explained to us, physical verification of a major portion of fixed assets as at March 31, 2013 was conducted by the management during the year. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such physical verification.

(c) No substantial part of fixed assets has been disposed off during the year which will affect the going concern principle.

(ii) (a) Physical verification of inventories has been conducted at reasonable intervals by the management.

(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) In our opinion, the Company is maintaining proper records of inventory and during the course of our audit no material discrepancies were noticed on physical verification of inventories.

(iii) (a) The Company has granted advances to 1 (One) Company covered in the register maintained under Section 301 of the Act. The maximum balance outstanding during the year is 3,456.64 Lakhs; and the year-end balance of loan granted to such party is Rs. 3,456.64 Lakhs.

(b) In our opinion and according to the information and explanation given to us, the above loans are Interest free and conditions on which loans have been given to the company are not, prima facie, prejudicial to the interest of the Company.

(c) There is no stipulation for repayment of principal and interest on the above loans and hence, the question of repayment being irregular does not arise.

(d) There is no stipulation for repayment of principal amount of the above loans and hence, the question of overdue principal amount does not arise.

(e) The company has received unsecured loan from 2 (Two) Companies covered in the register maintained under section 301 of the Act. The maximum balance outstanding during the year is Rs. 40.09 Lakhs; and the year-end balance of loan received from such parties is Rs. 40.09 Lakhs.

(f) In our opinion and according to the information and explanation given to us, above loans are interest free and terms and conditions on which loans have been given to the company are not, prima facie, prejudicial to the interest of the Company.

(g) There is no stipulation for repayment of principal on the above loans and hence, the question of repayment being irregular does not arise.

(iv) In our opinion, there is an internal control system, commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, we have not observed any major weakness in the internal controls.

(v) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the particulars of the contracts or arrangements that need to be entered into the register maintained under section 301 of the Act, have been so entered.

(b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the contracts maintained under Section 301 of the Act 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 prevailing market prices at that time.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from public as defined under section 58A and 58AA of the Act and the rules framed there under, during the year under review.

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

(viii) The maintenance of cost records under section 209 (1) (d) of the Act has been prescribed by the Central Government from current year in respect of the activities carried on by the Windmill Segment of the Company. The cost record of the company have been broadly reviewed by the cost auditor (Mr. K. N. Satyanarayan) and as per the report he is of the opinion that prima facie the prescribed cost records has been maintained. We have, however, not made a detailed record with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanation given to us and according to the books and records produced and examined by us, the Company has been irregular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Employee''s State Insurance, Sales Tax, Service Tax, Income Tax,Wealth Tax, Custom Duty, Excise Duty. However, according to the information and explanations given to us, the dues in respect of income tax & Wealth Tax that have not been deposited with the appropriate authorities within a period of 6 months from the date they became payable are given below:

Nature of the Statute Nature of the dues Financial Year to which the Amount Rs. (in Lakhs) matter Pertains

The Income Tax Act, 1956 Income Tax 2008-2009 216.47

The Income Tax Act, 1956 Income Tax 2009-2010 3.54

The Income Tax Act, 1956 Income Tax 2010-2011 2,273.71

The Wealth Tax Act Wealth Tax 2003-2004 0.15

(b) According to the information and explanation given to us, the dues in respect of custom duty that have not been deposited with the appropriate authorities on account of dispute and the forum where the disputes are pending are given below.

Nature of the Statute Nature of the dues Financial Year to which the matter Pertains

The Customs Act, 1962 Custom Duty 2012-13

The Customs Act, 1962 Custom Duty 2010-11

Nature of the Statute Amount Forum where dispute Rs. (in Lakhs) is pending

The Customs Act, 1962 14,255.24 Custom Department

The Customs Act, 1962 62.61 High Court

(x) The accumulated losses of the Company at the end of the financial year do not exceed 50% of its networth and it has incurred cash losses during the current year.

(xi) According to the records produced, the company had certain overdrawn cash credit and overdue interest. Under the revised scheme as finalized in February, 2013, as discussed in point no. 28 on "Corporate Debt Restructuring" of the Notes to Accounts forming part of the financials, such overdue interest has been funded and converted into term loan repayable Q2 of FY 2013-14 onwards. Also the Overdrawn cash Credit facility has been regularized by conversion of the unutilized Non Fund Based Working Capital Facilities into Fund Based Facilities.

(xii) According to the information and explanation 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.

(xiii) In our opinion, considering the nature of the business carried on during the year, the Company is not a chit fund or nidhi /mutual benefit fund /society. In view of the above, the said clause (xiii) of the order is not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities. It has only invested in shares of subsidiaries, other body corporate and units of mutual funds for which proper records have been maintained and timely entries have been made therein. The said investments are held in company''s name.

(xv) In our opinion and according to the information and explanation given to us, the Company has not given any corporate guarantee for loan taken by others from financial institution during the year.

(xvi) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised.

(xvii) According to the information and explanation given to us and on the overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investments. No long term funds have been used to finance short term assets.

(xviii) During the year the Company has made preferential allotment of 67,64,576 Equity shares of Rs. 10/- each at premium of Rs. 69.12/- to the promoter group of the Company in accordance with the terms of Corporate Debt Restructuring agreed with its Lenders. The valuation of these shares was done as per SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations which in our opinion is not prejudicial to the interest of the company.

(xix) According to the information and explanation given to us, the Company has issued Compulsorily Convertible Debentures to its lenders amounting to Rs. 21,303 lakhs in accordance with the terms and conditions of the Corporate Debt Restructuring scheme agreed with them. The valuation of these debentures was done as per SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations which in our opinion is not prejudicial to the interest of the company.

(xx) As informed to us, the Company has not raised any money by public issues during the year.

(xxi) In our opinion and according to information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.

For DPH & Co.

Chartered Accountants

Firm Registration No. 128862W

CA. Apeksha Gada

Partner Place: Mumbai

Membership No. 139282 Date: 30th May, 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of BHARATI SHIPYARD LIMITED ("the Company") as at March 31, 2012, Statement of Profit and Loss and Cash Flow Statement 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.

2. 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 the 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 (hereinafter referred to as "the order"), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, hereinafter referred to as "the Act", and on the basis of such checks as we considered appropriate, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph 3 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, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

iv. in our opinion, the Balance Sheet, Statement of Profit and Loss 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;

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

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 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, 2011;

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

(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Referred to in paragraph 3 of our report of even date

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

(b) As explained to us, physical verification of a major portion of fixed assets as at March 31, 2012 was conducted by the management during the year. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such physical verification.

(c) No substantial part of fixed assets has been disposed off during the year which will affect the going concern principle.

(ii) (a) Physical verification of inventories has been conducted at reasonable intervals by the management.

(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) In our opinion, the Company is maintaining proper records of inventory and during the course of our audit no material discrepancies were noticed on physical verification of inventories.

(iii) (a) The Company has granted advances to 9 (Nine) parties, consisting of 1 (one) subsidiary and 8 (Eight) private limited companies under Section 301 of the Act. The maximum amount involved during the year is 2,252 Lakhs; and the year-end balance of loan granted to such parties is Rs. 428 Lakhs.

(b) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions on which loans have been given to the company are not, prima facie, prejudicial to the interest of the Company.

(c) There is no stipulation for repayment of principal and interest on the above loans and hence, the question of repayment being irregular does not arise.

(d) There is no stipulation for repayment of principal amount of the above loans and hence, the question of overdue principal amount does not arise.

(e) The company has received unsecured loan from 1 (one) party listed in the register maintained under section 301 of the Act. The maximum amount involved during the year is 5,573 Lakhs; and the year-end balance of loan received from such parties is Rs. 5,573 Lakhs.

(f) In our opinion and according to the information and explanation given to us, above loans are interest free and terms and conditions on which loans have been given to the company are not, prima facie, prejudicial to the interest of the Company.

(g) There is no stipulation for repayment of principal on the above loans and hence, the question of repayment being irregular does not arise.

(iv) In our opinion, there is an internal control system, commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, we have not observed any major weakness in the internal controls.

(v) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the particulars of the contracts or arrangements that need to be entered into the register maintained under section 301 of the Act, have been so entered.

(b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the contracts maintained under Section 301 of the Act 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 prevailing market prices at that time.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from public as defined under section 58A and 58AA of the Act and the rules framed there under, during the year under review.

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

(viii) The maintenance of cost records under section 209 (1) (d) of the Act has been prescribed by the Central Government from current year in respect of the activities carried on by the Windmill Segment of the Company. The cost record of the company have been broadly reviewed by the cost auditor (Mr. K. N. Satyanarayan) and as per the report he is of the opinion that prima facie the prescribed cost records has been maintained. We have, however, not made a detailed record with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanation given to us and according to books and records produced and examined by us, the Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including

Provident Fund, Employee's State Insurance, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and any other material statutory dues, wherever applicable. However, according to the information and explanations given to us, the dues in respect of sales tax, income tax, custom duty, excise duty, cess that have not been deposited with the appropriate authorities within a period of 6 months from the date they became payable are given below.

Nature of the Nature of Financial Year to Amount Statute the dues which the matter Pertains Rs. (in Lakhs)

The Income Tax Act, 1956 Income Tax 2010-2011 1,993.34

(b) According to the information and explanation given to us, the dues in respect of sales tax, income tax, custom duty, excise duty, cess that have not been deposited with the appropriate authorities on account of dispute and the forum where the disputes are pending are given below.

Nature of the Nature of Financial Year to Amount Forum where Statute the dues which the matter Pertains Rs. (in Lakhs) dispute is pending

The Customs Act, 1962 Custom Duty 2010-11 62.61 CESTAT

The Customs Act, 1962 Custom Duty 2010-11 418.18 CESTAT

(x) The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current or in the immediately preceding financial year.

(xi) According to the records produced, the company has defaulted in repayment of term Loan of Rs. 67,805 lakhs and the overdrawn cash credit amounting to Rs. 29,954 lakhs. Further default in payment of interest is Rs. 14,662 lakhs.

The period of default in respect of Cash Credit Facility and term loans starts from October, 2011. The default continues to exist as on the reporting date.

(xii) According to the information and explanation 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.

(xiii) In our opinion, considering the nature of the business carried on during the year, the Company is not a chit fund or nidhi /mutual benefit fund /society. In view of the above, the said clause (xiii) of the order is not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities. It has only invested in shares of subsidiaries, other body corporate and units of mutual funds for which proper records have been maintained and timely entries have been made therein. The said investments are held in company's name.

(xv) In our opinion and according to the information and explanation given to us, the terms and conditions on which the Company has given corporate guarantee for loan taken by others from financial institution are not prima facie, prejudicial to the interest of the Company.

(xvi) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised.

(xvii) According to the information and explanation given to us and on the overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investments. No long term funds have been used to finance short term assets.

(xviii) During the year the Company has made preferential allotment of 1,378,484 Equity shares of Rs. 10/- each at premium of Rs. 190/- to the promoters of the Company, which in our opinion is not prejudicial to the interest of the company.

(xix) According to the information and explanation given to us, the Company has not issued debentures during the year.

(xx) As informed to us, the Company has not raised any money by public issues during the year.

(xxi) In our opinion and according to information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.

For M/s. DPH & Co. For M/s. Bhuta Shah & Co.

Chartered Accountants Chartered Accountants

Firm Registration No. 128862W Firm Registration No. 101474W

CA. Ashwin Patel CA. Mitesh Kothari

Partner Partner

Membership No.127052 Membership No. 110822

Date: 28th May, 2012 Place: Mumbai


Mar 31, 2011

1. We have audited the attached Balance Sheet of BHARATI SHIPYARD LIMITED ("the Company") as at March 31, 2011, Profit and Loss Account and Cash Flow Statement 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.

2. 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 the 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 (hereinafter referred to as "the order"), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, hereinafter referred to as "the Act", and on the basis of such checks as we considered appropriate, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph 3 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, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

iv. 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;

v. on the basis of written representations received from the Directors of the Company as on 31st March, 2011 and taken on record by the Board of Directors, we report that, none of the directors are prima facie, disqualified as on 31st March, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act; and

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 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, 2011;

(b) in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT Referred to in paragraph 3 of our report of even date

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

b) As explained to us, physical verification of a major portion of fixed assets as at March 31, 2011 was conducted by the management during the year. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such physical verification.

(c) No substantial part of fixed assets has been disposed off during the year which will affect the going concern principle.

(ii) (a) Physical verification of inventories has been conducted at reasonable intervals by the management.

(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) In our opinion, the Company is maintaining proper records of inventory and during the course of our audit no material discrepancies were noticed on physical verification of inventories.

(iii) (a) The Company has granted advances to 11 (eleven) parties, consisting of 1 (one) subsidiary, 9 (nine) private limited companies and 1 (one) public company listed in the register maintained under Section 301 of the Act. The maximum amount involved during the year is Rs. 8,434.53 lakhs; and the year-end balance of loan granted to such parties is Rs. 9,750.61 lakhs.

(b) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions on which loans have been given to the company are not, prima facie, prejudicial to the interest of the Company.

(c) There is no stipulation for repayment of principal and interest on the above loans and hence, the question of repayment being irregular does not arise.

(d) There is no stipulation for repayment of principal amount of the above loans and hence, the question of overdue principal amount does not arise.

(e) The company has received unsecured loan from two Directors listed in the register maintained under section 301 of the Act. The maximum amount involved during the year is Rs. 240.15 lakhs; and the year-end balance of loan granted to such parties is Rs. 240.15 lakhs.

(f) In our opinion and according to the information and explanation given to us, above loans are interest free and terms and conditions on which loans have been given to the company are not, prima facie, prejudicial to the interest of the Company.

(g) There is no stipulation for repayment of principal on the above loans and hence, the question of repayment being irregular does not arise.

(iv) In our opinion, there is an internal control system, commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, we have not observed any major weakness in the internal controls.

(v) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the particulars of the contracts or arrangements that need to be entered into the register maintained under section 301 of the Act, have been so entered.

(b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the contracts maintained under Section 301 of the Act 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 prevailing market prices at that time.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from public as defined under section 58A and 58AA of the Act and the rules framed there under, during the year under review.

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

(viii) As informed to us, the maintenance of cost records under section 209 (1) (d) of the Act has not been prescribed by the Central Government in respect of the activities carried on by the Company.

(ix) (a) According to the information and explanation given to us and according to books and records produced and examined by us, the Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Employee's State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and any other material statutory dues, wherever applicable. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31-03-2011 for a period of more than six months from the date they become payable.

(b) According to the information and explanation given to us, the dues in respect of sales tax, income tax, custom duty, excise duty, cess that have not been deposited with the appropriate authorities on account of dispute and the forum where the disputes are pending are given below.

Name of the Nature of Financial Year to Amount Forum where dispute is Statute the dues which matter pertains Rs. (in Lakhs) pending

The Central Central 1996 – 97 140.00 The Appellate Sales Tax Act, Sales Tax Tribunal Sales Tax 1956

(x) The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current or in the immediately preceding financial year.

(xi) According to the information and explanation given to us, the Company has not defaulted in repayment of dues to the banks.

(xii) According to the information and explanation 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.

(xiii) In our opinion, considering the nature of the business carried on during the year, the Company is not a chit fund or nidhi /mutual benefit fund /society. In view of the above, the said clause (xiii) of the order is not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities. It has only invested in shares of subsidiaries, other body corporate and units of mutual funds for which proper records have been maintained and timely entries have been made therein. The said investments are held in company's name.

(xv) In our opinion and according to the information and explanation given to us, the terms and conditions on which the Company has given corporate guarantee for loan taken by others from financial institution are not prima facie, prejudicial to the interest of the Company.

(xvi) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised.

(xvii) According to the information and explanation given to us and on the overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investments. No long term funds have been used to finance short term assets.

(xviii) During the year the Company has made preferential allotment of 1,370,000 Equity shares of Rs 10/- each at premium of Rs. 70/- to the promoters of the Company, which in our opinion is not prejudicial to the interest of the company.

(xix) According to the information and explanation given to us, the Company has not issued debentures during the year.

(xx) As informed to us, the Company has not raised any money by public issues during the year.

(xxi) In our opinion and according to information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.

For M/s. DPH & Co. For M/s. Bhuta Shah & Co.

Chartered Accountants Chartered Accountants

CA. Ashwin Patel CA. Mitesh Kothari

Partner Partner

Membership No.127052 Membership No. 110822

Firm Reg. No. 128862W Firm Reg. No. 101474W

Date: 20th July, 2011

Place: Mumbai


Mar 31, 2010

1. We have audited the attached Balance Sheet of BHARATI SHIPYARD LIMITED ("the Company") as at March 31, 2010, Profit and Loss Account and Cash Flow Statement 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 statements based on our audit.

2. 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 the 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 (hereinafter referred to as “the order”), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, hereinafter referred to as “the Act”, and on the basis of such checks as we considered appropriate, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph 3 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, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

iv. 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; v. on the basis of written representations received from the directors of the Company as on 31st March, 2010 and taken on record by the Board of Directors, we report that, none of the directors are prima facie, disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act; and

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 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, 2010;

(b) in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Annexure to the Auditors Report

Referred to in paragraph 3 of our report of even date

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

(b) As explained to us, physical verification of a major portion of fixed assets as at March 31, 2010 was conducted by the management during the year. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets.No material discrepancies were noticed on such physical verification.

(c) No substantial part of fixed assets has been disposed off during the year which will affect the going concern principle. (ii) (a) Physical verification of inventories has been conducted at reasonable intervals by the management.

(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) In our opinion, the Company is maintaining proper records of inventory and during the course of our audit no material discrepancies were noticed on physical verification of inventories.

(iii) (a) The Company has granted unsecured loans to 14 (fourteen) parties, consisting of 5 (five) subsidiaries, 8 (eight) private limited companies and 1 (one) public company listed in the register maintained under Section 301 of the Act. The maximum amount involved during the year is 99,345.31 Lakhs; and the year-end balance of loan granted to such parties is Rs. 91,114.75 Lakhs.

(b) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions on which loans have been given to the company are not, prima facie, prejudicial to the interest of the Company.

(c) There is no stipulation for repayment of principal and interest on the above loans and hence, the question of repayment being irregular does not arise.

(d) There is no stipulation for repayment of principal amount of the above loans and hence, the question of overdue principal amount does not arise.

(e) The company has not taken any loan, secured or unsecured, from companies, firms or other parties listed in the register maintained under section 301 of the Act. Accordingly, paragraph 4(iii) clause no. (f) and (g) of the Order are not applicable.

(iv) In our opinion, there is an internal control system, commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, we have not observed any major weakness in the internal controls.

(v) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the particulars of the contracts or arrangements that need to be entered into the register maintained under section 301 of the Act, have been so entered.

(b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the contracts maintained under Section 301 of the Act 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 prevailing market prices at that time.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from

public as defined under section 58A and 58AA of the Act and the rules framed there under, during the year under review.

(vii) In our opinion, the company has an in-house internal audit system commensurate with its size and nature of its business, which needs to be strengthened.

(viii) Maintenance of cost records under section 209 (1) (d) of the Act has not been prescribed by the Central Government in respect of the Companys business.

(ix) (a) According to the information and explanation given to us and according to books and records produced and examined by us, the Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and any other material statutory dues, wherever applicable. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31-03-2010 for a period of more than six months from the date they become payable.

(b) According to the information and explanation given to us, the dues in respect of sales tax, income tax, custom duty, excise duty, cess that have not been deposited with the appropriate authorities on account of dispute and the forum where the disputes are pending are given below.

Name of the Nature of Financial Year to Statute the dues which matter pertains

The Income Tax Act, 1961 Income Tax 1997-98

The Central Sales Tax Act Central Sales Tax 1996-97 1956

Name of Amount Forum where dispute is Statue Rs. (in Lakhs) pending

The Income Tax Act, 1961 15.00 The High Court of Bombay

The Central Sales Tax Act 140.00 The Appellate Tribunal 1956 Sales Tax

(x) The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current or

in the immediately preceding financial year.

(xi) According to the information and explanation given to us, the Company has not defaulted in repayment of dues to the banks.

(xii) According to the information and explanation 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.

(xiii) In our opinion, considering the nature of the business carried on during the year, the Company is not a chit fund or nidhi /mutual benefit fund /society. In view of the above, the said clause (xiii) is not applicable to the Company.

(xiv) According to the information and explanation given to us, the Company is not dealing or trading in shares, securities and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditors Report) Order 2003, as amended, is not applicable to the company.

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

(xvi) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised.

(xvii) According to the information and explanation given to us and on the overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investments. No long term funds have been used to finance short term assets.

(xviii) During the year the Company has made preferential allotment of 1,370,000 Equity shares of Rs 10/- each at premium of Rs. 70/- to the promoters of the Company, which in our opinion is not prejudicial to the interest of the company.

(xix) According to the information and explanation given to us, the Company had issued 11.00% secured redeemable non- convertible debentures amounting to Rs. 2,000 Lakhs during the year. The Company has created the security / charge in respect of the same.

(xx) As informed to us, during the year covered by our audit report the Company has not raised any money by public issues.

(xxi) In our opinion and according to information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.



For M/s. DPH & Co. For M/s. Bhuta Shah & Co. Chartered Accountants Chartered Accountants

CA. Ashwin Patel CA. Mitesh Kothari Partner Partner Membership No.127052 Membership No. 110822 Firm Reg. No. 128862W Firm Reg. No. 101474W

Date: 29th June, 2010 Place: Mumbai

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