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Auditor Report of Chandra Prabhu International Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of M/s Chandra Prabhu International Ltd ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, 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 the 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 the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the Accounting and Auditing Standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

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

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

Opinion

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

a) In the case of the Balance Sheet, of the State of Affairs of the Company as at March 31,2015;

b) In the case of the Statement of Profit and Loss, of the Loss for the year ended on that date; and

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

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 issued by Central Government of India in terms of sub-section 143 of the Companies Act, 2013, we give in the annexure a statement on the matters specified in paragraph 3 and 4 of the Order.

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

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

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

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

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

e) there are no observations and comments on financial transactions or other matters which have an adverse effect on the functioning of the Company.

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

g) There are no qualifications, reservations or adverse remarks relating to maintenance of accounts and other matters connected therewith.

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

i. The Company doesn't have any pending litigations which would impact its financial position

ii. The Company did not have any long term contracts including derivative contracts having any material foreseeable losses for which provision was required to be made under the applicable law or accounting standard.

iii. There was no amount which was required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure to the Auditors' Report

Referred to Paragraph 1 of our "Report on other Legal and Regulatory Requirements" on even date:

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

(b) The fixed assets have been physically verified by the management according to the phased program of three years which is reasonable with regard to size of the company and nature of its assets. Pursuant to the program, a portion of the fixed assets have been physically verified by the management during the year and no significant material discrepancies between the book records and such physical verification have been noticed.

(c) No fixed assets have been disposed of during the year and in our opinion it does not affect the going concern of the company.

2 a. The management has conducted physical verification of inventory at reasonable intervals. In our opinion, the frequency of verification is reasonable.

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

c. The Company has maintained proper records of inventories. As explained to us, and in our opinion, the discrepancies noticed on physical verification of inventory as compared to the book records were not material.

3 In respect of the loans, secured or unsecured, granted or taken by the company to/from companies, firm or other parties covered in the register maintained under section 189 of the Companies Act, 2013

a. According to the information and explanations given to us, the Company has not granted loans, secured or unsecured to three companies, firms, or other parties covered in the register maintained u/s 189 of the Companies Act, 2013,.

b. As informed to us, the company has taken interest free unsecured loans from a director covered in the register maintained u/s 189 of the Companies Act, 2013. The maximum balance outstanding during the year is Rs 460 lacs and year end balance is 364.65 Lacs.

4 In out opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control.

5 In our opinion and according to the information and explanations given to us, the Company has not accepted deposits, hence the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under, are not applicable to it. According to the information and explanations given to us, no order has been passed against the company by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal.

6 We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have however not made a detailed examination of records with a view to determine whether they accurate and complete.

7 a. According to the information and explanation given to us and the records of the company 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, service tax, duty of customs, duty of excise, value added tax, cess and any other material statutory dues applicable to it.

b. According to the information and explanation given to us, undisputed statutory dues which are outstanding as at 31st March, 2015, for a period more than six months from the date they became payable are, Income Tax Dues for F.Y. 1995-96 of Rs 7,34,312/-.

c. According to the information and explanations given to us, there are no 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.

8 The Company has no accumulated losses at the end of 31st March, 2015. The Company has not incurred cash losses in the financial year covered by our audit or in the immediately preceding financial year.

9 In our opinion and according to information and explanations given to us, the Company has not defaulted in repayment of its dues to financial institution or bank as at the Balance Sheet date.

10 According to the information and explanation given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions during the year. Accordingly, the provisions of clause 3(x) of the Companies (Auditor's Report) Order, 2015 are not applicable to the company.

11 According to the information and explanations given to us the company has not availed any term loan during the year. Accordingly, the provisions of clause 3 (xi) of the Companies (Auditor's Report) Order, 2015 are not applicable to the company.

12 During the course of our examination of the books & records of the company carried out in accordance with the generally accepted auditing practices in India and according to the information and explanation given to us, we have neither come across any instances of fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by Management.

For J P S & CO Chartered Accountants FRN 004086N

C A J C Verma Partner M. No. 083210 Place : New Delhi Dated: 29.05.2015


Mar 31, 2014

We have audited the accompanying financial statements of M/s Chandra Prabhu International Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information ,which we have signed under reference to this report.

Management''s 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 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.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

Opinion

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

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

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

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

Report on other Legal and Regulatory Requirements

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

2. As required by section 227(3) of the Act, we report that:

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

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

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

d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

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

ANNEXURE TO THE AUDITORS'' REPORT OF EVEN DATE

In our opinion, based on the information and explanations furnished to us and such checks as we considered appropriate in the normal course of our audit, and to the best of our knowledge and belief, we further report that:

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

b) Physical verification of major assets was conducted by the Management during the year, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such verification as compared with the book records.

c) No fixed assets have been disposed off during the year and in our opinion it does not affect the going concern of the company.

ii. In respect of its inventories :

a. As explained to us, inventories have been physically verified by the management at regular interval during the year.

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

c. The Company has maintained proper records of inventories. As explained to us, and in our opinion, the discrepancies noticed on physical verification of inventory as compared to the book records were not material.

iii. In respect of the loans, secured or unsecured, granted or taken by the company to/from companies, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

a. According to the information and explanations given to us, the Company has not granted loans, secured or unsecured to three companies, firms, or other parties covered in the register maintained u/s 301 of the Companies Act, 1956, .

b. As informed, the company has taken interest free unsecured loans from a director covered in the register maintained u/s 301 of the Companies Act, 1956. The maximum balance outstanding during the year is Rs 226.50 lacs and yearend balance is Nil.

iv. In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods and services. During the course of our audit, no major weaknesses have been noticed in the internal control system in respect of these areas.

v. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

a) Based on audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that there is no transactions or contracts that need to be entered into the register maintained under section 301 of the Companies Act, 1956.

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

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

viii. According to the information and explanation given to us, the Central Government has not prescribed maintenance of cost records under Section 209 (1)(d) of the Companies Act, 1956 .

ix. In respect of statutory dues :

a. The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Value Added Tax, Central Sales Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues as applicable to it except in certain instances where delay were noticed.

b. On the basis of information and records produced before us, undisputed statutory dues which are outstanding as on 31.03.2013 for a period of more than six months from the date they became payable are, Income Tax Dues for the financial year 1995-96 '' 7,34,312/- but no amount is shown as

recoverable as per records of the tax department.

x. The Company has no accumulated losses at the end of the financial year March 31, 2014. Further, the company has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

xi. Bases on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

xii. In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order 2003, are not applicable to the Company.

xiv. Based on our examination of records and evaluation of the related internal controls, we are of the opinion that proper records have been maintained of the transactions and contracts and timely entries have been made in those records. We also report that the Company has held the investments in its own name.

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

xvi. In our opinion and according to the information and explanations given to us term loans have been applied for the purposes for which they were obtained during the year.

xvii. According to the information and explanation given to us and on the overall examination of the Balance Sheet of the Company, we are of the opinion that there are no funds raised on short-term basis which have been used for long-term investment and vice versa.

xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

xix. During the year, the Company has not issued any debentures.

xx. The Company has not raised any monies by way of public issue during the year,

xxi. In our opinion and explanation given to use, no fraud on or by the company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For J P S & CO Chartered Accountants FRN:004086N

J C Verma Partner M.No.83210 Place : New Delhi Dated : 26/05/2014


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of M/s Chandra Prabhu International Limited ("The Company"), which comprise me Balance Sheet as at March 31. 2013, tne Statement ol Profht and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and ether explanatory information.

Management''s Responsibility for the Financial Statements

Managemenl is responsible for the preparation of these financial statements thai give a true and fair view of the financial position and financial performance and cash flows of the Company in accordance wilrr the Accnunling Standards referred lo in suo-section (3C) of seclion 211 of the Companies Act, 195G ("the Act")- This responsibility Includes the design, implementation and maintenance ol Internal control relevant to Ihe preparation and presentation u; the financial statements that g vc a true ar-o farr v:ew and are free from material misstatement, whether due lo Iraud or error.

Auditor''s Responsibility

Our responsibility is lo express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Ihe Standards on Auditing issued by Ihe Institute of Chartered Accounlanls of India. Those

Standards require lhat we comply wifh ethical requirements and olan and oerform She audit to obtain reasonable assurance about whether the financial statements nne free from material misslalement.

An audit involves performing procedures to obtain ajdif evidence about Ihe amounts and disclosures in the financial staternerls. The procedures selected depend en Ihe auditor''s judgment, including the assessment Of Ibe risks of material misstatement of the financial statements, whether due Id fraud or error. In making those risk assessments. the auditor considers interrat control relevant to the Company''s oNsririnilinn ord fair presentation of the financial statements in oro''er to design audit procedures [bat are appropriate in the circumstances. An audit also includes evaluating [he appropriateness of account ng policies used and the reasonableness nf tno accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have oblained is.sufficient and appropriate to provide a basis lor our audit opinion.

Opinion

In our opinion and to (he best of our information and according to the explanations given to us, the financial statements give Ihe into''mat ion required by the Act in the marine.1" so required and give a true and ''a:r view in conformity with the accounting principles generally accepteu ,n India:

a} in the case of the Balance Sheet, of the stale of affairs of Ihe Company as at March 31, 2013; b) in the case of the Statement nt Profit and Loss c* the Profit fur the year ended en IhaL dale; and C) in the case of the Cash Flow Statement, of the cash flows for t.^e /ear ended un that date.

Report on other Legal and Regulatory Requirements

1. As required by thsj Coin pan ins (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of Iridic in term:; of sub-seel inn (4A) ot section 227 nl the Act. we give in the Annexure a statement on the matters specified in paragraphs 4 and h of the aa^d Oder lo the cxter.t applicable, on the basis ol such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us.

2, As required by section 227(3) of the Act, we report thai:

a) we have obtained all the information and explanations which to the scst of our knowledge and belief were necessary for the purpose of our audit;

b) in our opinion proper books oi account as reouired by law have been kep! by the Company so far as appears Irom our examination of I hose books

c) Ihe Balance Sheel, Statement of Profit and Loss and Cash Flow Statement dealt with by ths Repurt are in agreement with the books of account.

d) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Row Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of tfie Companies Act, 1356;

e) on Iho basis of written representations received from the d''rectnrs as on March 31, 2013, and taken on record by the Hoard of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a djnector in terms of clause (g) of sub-section (1) of section 274 of Ihe Companies Act. 195(i.

ANNEXURE TO THE AUDITORS'' REPORT OF EVEN DATE

In our opinion, based on the information and explanatory furnished to us and such checks .in wn conside.-ed appropriate in the normal course of our audit, and to the best of our knowledge and belief, we further report thai:

i. a) The Company has maintained ''prape- records showing. full psrt.cjlars inducing quantitative details and

situation of its (ixed assets.

b) Physical verification of major assets was conducted by the Management during the year, which in our opinion is reasonable having regard lu the size ol the Company and nature of-its assets. No material discrepancies v;ere noticed on such verification as compared with the book records,

c) The fivod assels disposed off during iho yca.r, in our opinion do not constitute a substantial part of the lived assets of the company and such disposal has, in our opinion, not affected the going concern of trie company.

ii. In respect of ils inventories ;

a. As explained to us, inventories have been physically verified by the management at regular interval during the year except for stock in transit.

b. In our opinion and according fo the information arid explanations given In us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in rotation tc the of Iho company.

c. The Company has maintained proper records of inventories. As explained to us, and in our opinion, the discrepancies noticed on physical verification of inventory as compared lo the book records were not material.

Bi. In respect of the loans, secured or unsecured, granted or laken by the company tovfrom companies, !>rm or ut*er parties covered in Iho register maintained under section 301 of the Companies Act, 1956.

a. According to Ihe information and explanations giverh lo us, the Company has not granted loans, secured or unsecured to three companies, lirrns, or other parties covered in the register maintained u/s 301 of the Companies Act. 1956.

b, As informed, the company has laken loans, secured or unsecured from director covered in the register maintained u/s 301 of the Companies Act, 195G.

iv. In our opinion and according to the information and explanation given tc us: there is an adequate in(e:nai control system commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and also for the. sale of goods and services. During the course of our audi!, no major weaknesses have been noticed in the internal control system in respect of these areas.

v. In respect of Ihe contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

a) Cased on audit procedures applied by us and according to the information and explanations provided oy the management, we are of the opinion that there arc no transactions or contracts that reed tc bo entered into Ihe register maintained under section 301 of the Compan cs Act, 1956.

vi. The Company has not accepted any deposits from the publk;-

vii. In our opinion, the Company has an internal audit system commensurate with the size and nature cf ''s business,

viii. According to the information and explanation given to us, the Central Government has not prescribed maintenance of cost records under Section £09 (1)(d) of the Companies Act. 1956.

ix. In respect of statutory dues :

a. The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection fund. Employees Stale Insurance, Value Added Tax. Central Sales Tax, Service Tax, Customs Duty. Excise Duty. Cess and other statutory dues as applicable to it except in certain instances where delay were notiteo. b. On the basis oJ iniormalion and records produced before us, undisputed statutory d-^es w^ich ire oulstanding as on 31 .03.2013 fcr a period of more iha.''i six conths ''rnn Ehe date they became payable are Income Tax Hues tor the financial year 1995-95 Rs. 7,34,31 £/¦

x. The Ccmpany has no accumulated ''esses at th-e end uf the I''nancial year March 3T, 2013. Furthe''. toe company has not incurred any cash losses during I he lmanr.i;;l year covered by our audi! or in the immediately preceding financial year,

xi. Bases on our audi! procedures and according tu the informal on and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders,

xii, In our cpinion and according in the explanations given lo us and based on Ihe information available, no loans and advances have been granted by the Company on trie basis c! security by way of piedge of Shares, debentures and other secuhlies.

xiii. In our opinion, the Company is not a chit fund or a nidbi/mutual benefit fund/society. Therefore, Ihe provisions cf clause 4(xi ij d! the Companies (Auditor''s Report) Ordef 2003, are not applicable to the Company.

xiv. Based on our examination ol records and evaluation of the related interna! controls, we arc of the opinion that proper records have been maintained el the transacting; and contracts and timely entries have been made in those records. We also report thai Ihe Company has held the investments in its own name.

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

xvi. In our opinion and according to the information arc cxpla*at c-->s given to us term loans have beer'' applied fur Ihe purposes for which they were obtained during the year.

xvii. According to the information and explanation given to us and on the overall examination ot the Balance Sheet of the Company, wo are oi the opinion that there are r.o v.rcs raised on short-lerm basis which have been used for lo
xvjii. The Company has not made any preferential allotmenl ol shares to parties and companies covered in the Register maintained under section 301 Of the Companies Act, 1956.

xix. Duringthc year, the Company has not issued any debentures.

xx. The Company has not raised any monies by way of public issue during the year,

xxi. In Dur opinion and explanation given 1c use, no fraud en or by the company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For J PS* COMPANY

Chartered Accountant

J C Vcrma

Partner

M.NC.R3210

Place : New Delhi

Dated: 3005.20 13


Mar 31, 2012

1) We have audited the attached Balance Sheet of CHANDRA PRABHU INTERNATIONAL LIMITED as at March 31, 2012 and the Statement of Profit and Loss and Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 disclosure in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3) As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) Order 2004 (together the "Order") issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us during the course of the audit, we enclose in the Annexure 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:

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

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

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

d) In our opinion, the Balance Sheet, the Statement of Profit and Loss Account and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable.

e) On the basis of the written representations received from the directors and taken on records by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2012 from being appointed as directors in terms of clause (g) of Sub-section (1) 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to explanations given to us, the said Balance Sheet, Statement of Profit & Loss and Cash Flow Statement read together with the notes thereon give the information required by the Companies Act, 1956, in the manner so required and also give a true and fair view in conformity with the accounting principles generally accepted in India

1. In the case of Balance Sheet, of the State of Affairs of Company as at March 31, 2012, and

2. In the case of Statement of Profit & Loss of the Profit of the Company for the year ended on that date

3. In the case of Cash Flow Statement of the cash flows of the company for the year ended on that date.

ix. On the basis of information and records produced before us, undisputed statutory dues which are outstanding as on 31.03.2012 for a period of more than six months from the date they became payable are, Income Tax Dues for the financial year 1995-96 Rs. 7,34,312 and 1999-2000 Rs.6,38,634.

x. The Company has no accumulated losses at the end of the financial year March 31, 2012. Further, the company has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

xi. Bases on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

xii. In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order 2003, are not applicable to the Company.

xiv. Based on our examination of records and evaluation of the related internal controls, we are of the opinion that proper records have been maintained of the transactions and contracts and timely entries have been made in those records. We also report that the Company has held the investments in its own name.

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

xvi. In our opinion and according to the information and explanations given to us no term loans were given during the year.

xvii. According to the information and explanation given to us and on the overall examination of the Balance Sheet of the Company, we are of the opinion that there are no funds raised on short-term basis which have been used for long-term investment and vice versa.

xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

xix. During the year, the Company has not issued any debentures.

xx. The Company has not raised any monies by way of public issue during the year,

xxi. In our opinion and explanation given to use, no fraud on or by the company has been noticed or reported during the year that causes the financial statements to be materially misstated.

ForJPS& COMPANY

Chartered Accountant

FRN:004086N

J C Verma

Partner

M.No.83210

Place: New Delhi,

Dated: 27/08/2012


Mar 31, 2010

1) We have audited the attached Balance Sheet of M/S CHANDRA PRABHU INTERNATIONAL LIMITED as at March 31, 2010 and also the Profit and Loss Account of the Company for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date. 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 disclosure in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements. 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) Order 2004 (together the "Order") issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us during the course of the audit, we enclose in the Annexure 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:

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

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

c) The Balance Sheet, Profit and Loss Account and

Cash Flow Statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, the Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the mandatory Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable.

e) In our opinion, and based on information and explanation given to us, none of the directors are disqualified as on 31st March 2010 from being appointed as directors in terms of clause (g) of Sub- section (1) of section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to explanations given to us, the said accounts read together with the significant Accounting Policies and other notes thereon give information required by the Companies Act, 1956, in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India:

i) In so far as it relates to Balance Sheet, of the State of Affairs of Company as at March 31, 2010;

ii) In so far as it relates to Profit and Loss Account, of the Profit of the Company for the year ended on that date.

iii) In so far as it relates to the Cash Flow statement, of the cash flow of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT Referred to in Paragraph 3 ofour report of even date

1. 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. As explained to us, all the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification,

c. In our opinion, the Company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories :

a. As explained to us, inventories have been physically verified by the management at regular interval during the year except for stock in transit.

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

c. The Company has maintained proper records of inventories. As explained to us, and in our. opinion, the discrepancies noticed on physical verification of inventory as compared to the book records were not material.

3. In respect of the loans, secured or unsecured, granted or taken by the company to/from companies, firm or other parties covered in the registermaintainedundersection301 ofthe Companies Act, 1956.

a. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, or other parties covered in the register maintained u/s 301 of the Companies Act, 1956. other than interest free advances aggregating to Rs. 64,50,000/- granted during the year to South West Drilling & Infrastructure Ltd wholly owned subsidiary for setting up new projects and making strategic investments in other subsidiaries/Companies.

The maximum amount due during the year is Rs 1.33,17,046-and the year end balance of the advances so granted is Rs 1,32.17,046;.

b. In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such advances, may not be considered prima facie prejudicial to the interest of the Company

c. As there are no loans granted, secured or unsecured, comments on repayment of the principal amount and payment of interest is not required.

d. There is no overdue amount of loans granted to companies listed in the register maintained u/s 301 of the Companies Act. 1956

e. As informed, the company has not taken any loans, secured or unsecured from companies, firms, or other parties covered in the register maintained u/s 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods and services. During the course of our audit, no major weaknesses have been noticed in the internal control system in respect of these areas.

5. In respect of the contracts or arrangements referred to in. Section 301 of the Companies Act, 1956:

a) Based on audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that there are no transactions or contracts that need to be entered into the register maintained under section 301 of the Companies Act. 1956.

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

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

8. According to the information and explanation given to us, the Central Government has not prescribed maintenance of cost records under Section 209 (l)(d) of the Companies Act. 1956.

9. In respect of statutory dues:

a. The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund. Employees State Insurance. Value Added Tax. Central Sales Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues as applicable to it except in certain instances where delay were noticed.

b. On the basis of information and records produced before us, undisputed statutory dues which are outstanding as on 31.03.2010 for a period of more than six months from the date they became payable are. Income Tax Dues for the financial year 1995-96 Rs. 7,34.3 12 and 1999-2000 Rs.6,38.634.

10. The Company has no accumulated losses at the end of the financial year March 31, 2010. Further, the company has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year

11. Bases on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders

12 In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order 2003, are not applicable to the Company.

14 Based on our examination of records and evaluation of the related internal controls, we are of the opinion that proper records have been maintained of the transactions and contracts and timely entries have been made in those records. We also report that the Company has held the investments in its own name.

15. In our opinion and according to the information and explanations given to us, where the Company has given guarantee for loans taken by its subsidiaries from banks financials institutions, the terms and conditions thereof are not prejudicial to the interest of the Company.

16, In our opinion and according to the information and explanations given to us term loan were applied for the purposes for which the loans were obtained

17 According to the information and explanation given to us and on the overall examination of the Balance Sheet of the Company, we are of the opinion that there are no funds raised on short-term basis that have been used for long-term investment and vice versa

18. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

19. During the year, the Company has not issued any debentures.

20. The Company has not raised any monies by way of public issue during the year,

21. In our opinion and explanation given to us, no fraud on or by the company has been noticed or reported during the year that causes the financial statements to be materially misstated.



for J P S & COMPANY

Chartered Accountants

Firm Reg. No. 004086N

J C VERMA

PARTNER

M. No. 83210

PLACE : NEW DELHI

DATED : 2nd September, 2010