Auditor Report of Diamant Infrastructure Ltd.

Mar 31, 2014

We have audited the attached Balance Sheet of M/s. Diamant Infrastructure Limited as at 31st March, 2014 and also the Profit and loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with Auditing Standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in 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.

2. As required by the Companies (Auditors'' Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

3. Further to our comments in the Annexure referred to in paragraph 2 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 Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion the Balance Sheet, Profit and Loss Account and Cash Flow Statements 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 except for Accounting Standard 15 "Accounting for Employee Benefits" in respect of Gratuity liability not provided as explained in note 23.16;

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

f) In our opinion and to the best of our information and according to the explanations given to us, subject to our comments in para 3(d) and (e) above and para 9(a), 9(b) and 11 below, the said accounts read together with the Significant Accounting Policies and other notes thereon give the 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 the Company as at 31 st March, 2014;

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

iii. in case of Cash Flow Statement of the cash flows forthe year ended on that date.

Annexure to the Independent Auditors'' Report (Referred to in Paragraph 3 of our report of even date)

Based upon the information and explanations furnished to us, and the books and records examined by us in the normal course of our audit, we report that to the best of our knowledge and belief:

1. In respect of its fixed assets:

a) As explained to us, the company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) According to the information and explanations given to us, the fixed assets of the company have been physically verified at the year-end, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. As per the management representation, no material discrepancies have been reported on such verification as compared to book records.

c) In our opinion and according to the information and explanations given to us, 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 of stores, spares and consumable have been physically verified at regular intervals 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 are reasonable and adequate in relation to the size of the company and nature of its business.

c) In our opinion and according to the information and explanation given to us, the Company has maintained proper records of inventories and there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

a) The Company has not granted any unsecured loans to any companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

b) In our opinion and according to the information and explanations given to us, the terms and conditions on which such loans have been taken are not, prima facie prejudicial to the interest of the Company.

c) In respect of above loans taken by the Company, this has been repaid during the year and therefore the question of overdue amounts as such does not arise, but no interest has been charged for the unsecured loan borrowed by the company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and with regard 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 internal controls.

5. To the best of our knowledge and belief and according to the information and explanations given to us, the particulars of contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered. According to the information and explanations given to us, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956, aggregating during the year to 5,00,000/- (Rupees five lacs) or more in respect of any party.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A and section 58AA or other relevant provisions of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975 with regard to acceptance of deposits from the public.

7. In our opinion, the Company has no internal audit system commensurating with the size of the company and nature of its business.

8. According to information and explanations give to us, Central Government has not prescribed maintenance of Cost Records under Section 209(1 )(d) of the Companies Act, 1956 in respect of business activities of the Company.

9. In respect of statutory dues:

a) According to the records of the Company, and according to the information and explanations given to us, the company is generally regular in depositing undisputed statutory dues including Income- Tax, Sales-tax, Service tax and other material statutory dues applicable to the company with the appropriate authorities during the year, Except the payment of TDS which is not done by the company on timely basis and with the proper amount deducted.

b) According to the records of the Company, and as per information and explanations given to us there are no disputed statutory dues outstanding during the year, except the following:

Nature of Nature of Dues Rs. Statute

Penalty for short payment of Chhattisgarh sales tax on purchase of 11,50,000/- Sales Tax fixed asset

Income Tax Department, Assessment Order U/S 143(3) 28,70,971/- Mumbai

Nature of Period to Forum where the Statute which it relates dispute is pending

Assistant commissioner Chhattisgarh F.Y.: 2008-2009 of Sales tax, Durg, Sales Tax Chhatisgardh

Income Tax Office of Commissioner Department, F.Y.: 2009-2010 of Income Tax Appeals Mumbai -37 Mumbai

10. The Company does not have any accumulated losses as at the end of the financial year. The company has not incurred cash losses during the current and the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to banks and financial institutions. However the company has deliberately not made the payment of dues to Srei Equipment Finance Pvt. Ltd. for the month of March 2014, because of a dispute between the company and the Srei Equipment Finance Pvt. Ltd. and the negotiation is still going on between both the parties, also the company has issued a legal notice to Srei Equipment Finance Pvt. Ltd. for resolving the matter. And the company has not obtained any borrowings by issue of debentures.

12. In our opinion, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society.

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

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

16. According to the information and explanations given to us, and on the basis of examination of the books of account, we are of the opinion that the term loans obtained by the company have been applied for the purpose for which such loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, funds raised on short-term basis during the year have not been used for long-term investments.

18. According to the information and explanations given to us, during the year, 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. The Company has not issued any debentures during the year.

20. The Company has not raised any money by way of public issue during the year covered by our audit report.

21. To the best of our knowledge and according to the information and explanations given to us by the management, 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 pilla Mathur Manuja & Co. Chartered Accountants (FRN: 124471W)

Place : Nagpur CA Thakur J. Manuja Date : 30th May 2014 Proprietor Membership No: 113940

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Mar 31, 2012

We have audited the attached Balance Sheet of M/s. Diamant Infrastructure Limited as at 31st March, 2012 and also the Profit and loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with Auditing Standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in 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.

2. As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government of India in

terms of sub-section (4A) of section 227 of the Companies Act, 1956 we enclose in the Annexure a

statement on the matters specified in paragraph 4 and 5 of the said Order.

3. Further to our comments in the Annexure referred to in paragraph 2 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 Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion the Balance Sheet, Profit and Loss Account and Cash Row Statements 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 except for Accounting Standard 15 "Accounting for Employee Benefits' in respect of Gratuity liability not provided as explained in note 23.16;

e) Attention is invited to the following:

L In relation to defaults in payments of tax deducted at source more specifically detailed in clause 9(a) below, the company has not provided for the interest aggregating to 7 7,19,511/- computed till 31st March, 2012 which is due on the unpaid amount of Tax deducted at source. The management has represented that the same shall be provided in the books on payment basis. To that extent the net profit of the current year has been overstated by ? 7,19,511/- and the creditors have been understated by the same amount.

f) On the basis of written representations received from the directors, and taken on record by the Board of Directors, in our opinion 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) of section 274 of the Companies Act 1956 as on that date.

g) In our opinion and to the best of our information and according to the explanations given to us, subject to our comments in para 3(d) and (e) above and para 9(a), 9(b) and 11 below, the said accounts read together with the Significant Accounting Policies and other notes thereon give the information required by the Companies Act, 1956, in the manner so required, and present atrue 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 the Company as at 31st March, 2012;

ii. in so far as it relates to the Profit and Loss Account, of the Profit for the year ended on that date; in. in case of Cash Flow Statement of the cash flows for the year ended on that date.

Annexure to the Auditors1 Report

- (Referred to in Paragraph 3 of our report of even date)

Based upon the information and explanations furnished to us, and the books and records examined by us in the

normal course of our audit, we report that to the best of our knowledge and belief:

1. In respect of its fixed assets:

a) As explained to us, the company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) According to the information and explanations given to us, the fixed assets of the company have been physically verified at the year-end, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. As per the management representation, no material discrepancies have been reported on such verification as compared to book records.

c) In our opinion and according to the information and explanations given to us, 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 of stores, spares and consumable have been physically verified at regular intervals 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 are reasonable and adequate in relation to the size of the company and nature of its business.

c) In our opinion and according to the information and explanation given to us, the Company has maintained proper records of inventories and there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

a) The Company has not granted any unsecured loans to any companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

b) The Company had taken unsecured loans from one company, covered in the register maintained u/s. 301 of the Companies Act, 1956. The maximum amount involved during the year aggregate to ? 38,00,000/- and the year-end balance in respect of these loans was ? Nil.

c) In our opinion and according to the information and explanations given to us, the terms and conditions on which such loans have been taken are not, prima facie prejudicial to the interest of the Company.

d) In respect of above loans taken by the Company, this has been repaid during the year and therefore the question of overdue amounts as such does not arise.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and with regard 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 internal controls.

5. To the best of our knowledge and belief and according to the information and explanations given to us, the particulars of contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered. According to the information and explanations given to us, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956, aggregating during the year to ? 5,00,000/- (Rupees five lacs) or more in respect of any party.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A and section 58AA or other relevant provisions of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975 with regard to acceptance of deposits from the public.

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

8. According to information and explanations give to us, Central Government has not prescribed maintenance of Cost Records under Section 209(1 )(d) of the Companies Act, 1956 in respect of business activities of the Company.

9. In respect of statutory dues:

a) According to the records of the Company, and according to the information and explanations given to us, the company is generally regular in depositing undisputed statutory dues including Income-Tax, Sales- tax, Service tax and other material statutory dues applicable to the company with the appropriate authorities during the year. However, the company has not paid the tax deducted at source from various parties during the year aggregating to ? 73,66,409/-(excluding the amount of interest of ? 7,95,118/- payable on the unpaid amount) till the date of signing of this report..

b) According to the information and explanations given to us, undisputed amounts aggregating to X 29,35,932/

- payable in respect of the aforesaid dues were outstanding as at 31 st March, 2012 for a period of more than six months from the date of becoming payable.

c) According to the records of the Company, and as per information and explanations given to us there are no disputed statutory dues outstanding during the year, except the following:

Nature of Nature of Dues Rs. Period to Forum where the Statute which it dispute is pending Slates

Chhatti sgarh Penalty for sfiort payment of 22,00,000/- F.Y:2008- Assistant Commissioner of Sales tax sales tax on purchase of fixed 2009 Sales Tax, Durg, assets. Chhatisgardh

10. The Company does not have any accumulated losses as at the end of the financial year. The company has not incurred cash losses during the current and the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has defaulted in repayment of dues to one financial institution during the year. The aggregate amount of the default as on 31st March, 2012 on account of principal and interest is ? 69,62,781/- (principal amount ? 59,84,896/- and interest ? 9,77,891/)-. However, out of the above an amount of ? 53,09,205/- has been paid by the company on various dates till 15th June 2012 after which the said loans have been rescheduled by the said financial institution. The company has not obtained any borrowings by issue of debentures.

12. In our opinion, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society.

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

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

16. According to the information and explanations given to us, and on the basis of examination of the books of account, we are of the opinion that the term loans obtained by the company have been applied for the purpose for which such loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, funds raised on short-term basis during the year have not been used for long-term investments.

18. According to the information and explanations given to us, during the year, 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. The Company has not issued any debentures during the year.

20. The Company has not raised any money by way of public issue during the year covered by our audit report.

21. To the best of our knowledge and according to the information and explanations given to us by the management, 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 Tushar Parekh and Associates Chartered Accountants (FRN:117307W)

CA Tushar Parekh

Place: Mumbai Proprietor

Date: 24th August, 2012 Membership No: 103230

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Mar 31, 2011

We have audited the attached Balance Sheet of M/s. Diamant Infrastructure Limited as at 31 st March, 2011 and also the Profit and loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with Auditing Standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in 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.

2. As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

3. Further to our comments in the Annexure referred to in paragraph 2 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 Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion the Balance Sheet, Profit and Loss Account and Cash Flow Statements 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 except for Accounting Standard 15 "Accounting for Employee Benefits" in respect of Gratuity liability not provided as explained in note 7 of Schedule 19;

e) On the basis of written representations received from the Directors, and taken on record by the Board of Directors, in our opinion none of the Directors is disqualified as on 31 st March, 2011 from being appointed as directors in terms of clause (g) of sub-section (1) of section 274 of the Companies Act 1956 as on that date.

f) In our opinion and to the best of our information and according to the explanations given to us, subject to our comments in para 3(d) above and para 1 (b),(c), para 7 and para 9(a) below, the said accounts read together with the Significant Accounting Policies and other notes thereon give the 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 the Company as at 31 st March, 2011;

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

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

Annexure to the Auditors' Report (Referred to in Paragraph 3 of our report of even date)

Based upon the information and explanations furnished to us, and the books and records examined by us in the normal course of our audit, we report that to the best of our knowledge and belief:

1. In respect of its fixed assets:

a) As explained to us, the company is in the process of maintaining proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) According to the information and explanations given to us, the fixed assets of the company have been physically verified at the year-end, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. As per the management representation, no material discrepancies have been reported on such verification as compared to book records.

c) In our opinion and according to the information and explanations given to us, 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 of stores, spares and consumable have been physically verified at regular intervals 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 are reasonable and adequate in relation to the size of the company and nature of its business.

c) In our opinion and according to the information and explanation given to us, the Company has maintained proper records of inventories and there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

a) The Company has not granted any unsecured loans to any companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

b) The Company had taken unsecured loans from one company, covered in the register maintained u/s. 301 of the Companies Act, 1956. The maximum amount involved during the year aggregate to Rs.1,72,00,000/- and the year-end balance in respect of these loans was Rs. Nil.

c) In our opinion and according to the information and explanations given to us, the terms and conditions on which such loans have been taken are not, prima facie prejudicial to the interest of the Company.

d) In respect of above loans taken by the Company, this has been repaid during the year and therefore the question of overdue amounts as such does not arise.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and with regard 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 internal controls.

5. To the best of our knowledge and belief and according to the information and explanations given to us, the particulars of contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered. According to the information and explanations given to us, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956, aggregating during the year to Rs.5,00,000/- (Rupees five lacs) or more in respect of any party.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A and section 58AA or other relevant provisions of the of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975 with regard to acceptance of deposits from the public.

7. There is no internal audit system prevalent in the Company.

8. According to information and explanations give to us, Central Government has not prescribed maintenance of Cost Records under Section 209(1 )(d) of the Companies Act, 1956 in respect of business activities of the Company.

9. In respect of statutory dues:

a) According to the records of the Company, and according to the information and explanations given to us, the company is generally regular in depositing undisputed statutory dues including Income-Tax, Sales-tax, Service tax and other material statutory dues applicable to the company with the appropriate authorities during the year. However, the company has not paid the tax deducted at source from various parties during the year to the tune of RS. 48,22,309/-.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31 st March, 2011 for a period of more than six months from the date of becoming payable.

c) According to the records of the Company, and as per information and explanations given to us there are no disputed statutory dues outstanding during the year, except the following:

Nature of Nature of Dues Rs. Statute

Income Tax Disallowance of payment 25,80,957/- 1961 towards VRS to employees

Chhatisgardh Penalty for short payment 22,00,000/- Sales tax of sales tax on purchase of fixed assets.

Central Sales Reassessment 1,64,673/- Tax Act, 1956

Income Tax Disallowance of various 3,26,676/- Act, 1961 expenses

Nature of Period to which Forum where the dispute Statute it relates is pending

Income Tax A.Y: 2003-2004 Income Tax Appellate 1961 Tribunal,Act, Mumbai

Chhatisgardh F. Y: 2008-2009 Assistant Commissioner Sales tax of Sales Tax, Durg, Chhatisgardh

Central Sales A.Y: 2001-2002 Dy. Commissioner of Sales Tax Act, 1956 Tax, Audit Division, Gandhi Nagar, Gujarat

Income Tax A.Y: 2008-2009 Commissioner of Income Tax Act, 1961 (Appeals), Mumbai

10. The Company does not have any accumulated losses as at the end of the financial year. The company has not incurred cash losses during the current and the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks and financial institutions. The company has not obtained any borrowings by issue of debentures.

12. In our opinion, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society.

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

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

16. According to the information and explanations given to us, and on the basis of examination of the books of account, we are of the opinion that the term loans obtained by the company have been applied for the purpose for which such loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, funds raised on short-term basis during the year have not been used for long-term investments.

18. According to the information and explanations given to us, during the year, 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. However, the company has issued convertible warrants to parties listed in the register maintained u/s 301 of the Companies Act, 1956 as explained in note 2 to Schedule 19.

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

20. The Company has not raised any money by way of public issue during the year covered by our audit report.

21. To the best of our knowledge and according to the information and explanations given to us by the management, 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 Tushar Parekh and Associates Chartered Accountants

(FRN:117307W)

CA Tushar Parekh Proprietor Membership No: 103230

Place: Mumbai Date: 30th MAy, 2011

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Mar 31, 2010

We have audited the attached Balance Sheet of M/s. Diamant Infrastructure Limited as at 31 st March, 2010 and also the Profit and loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with Auditing Standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in 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.

2. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

3. Further to our comments in the Annexure referred to in paragraph 2 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 Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion the Balance Sheet, Profit and Loss Account and Cash Flow Statements 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 except for Accounting Standard 15 "Accounting for Employee Benefits" in respect of leave encashment, Gratuity and bonus liability not provided as explained in note 8 of Schedule 19;

e) On the basis of written representations received from the directors, and taken on record by the Board of Directors, in our opinion none of the directors is 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 as on that date.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Policies and other notes thereon give the 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 the Company as at 31 st March, 2010;

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

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

Annexure to the Auditors Report (Referred to in Paragraph 3 of our report of even date)

Based upon the information and explanations furnished to us, and the books and records examined by us in the normal course of our audit, we report that to the best of our knowledge and belief:

1. In respect of its fixed assets:

a) As explained to us, the company is in the process of maintaining proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) According to the information and explanations given to us, the fixed assets of the company have been physically verified at the year-end, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. However, no documentary evidence supporting such physical verification carried out, were made available to us, and hence we are unable to express any opinion on the material discrepancies noticed on such verification. As per the management representation, no material discrepancies have been reported on such verification as compared to book records.

c) In our opinion and according to the information and explanations given to us, 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 of stores, spares and consumable have been physically verified at regular intervals 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 are reasonable and adequate in relation to the size of the company and nature of its business.

c) In our opinion and according to the information and explanation given to us, the Company has maintained proper records of inventories and there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

a) The Company has not granted any unsecured loans to any companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

The Company had taken unsecured loans from two companies, one director and the Managing Director covered in the register maintained u/s. 301 of the Companies Act, 1956. The maximum amount involved durinq the year aggregate to Rs. 8,97,26,880/- and the year-end balance in respect of these loans was Rs. 1/10,00,000/-.

b) In our opinion and according to the information and explanations given to us, the terms and conditions on which such loans have been taken are not, prima facie prejudicial to the interest of the Company.

c) In respect of above loans taken by the Company, these are repayable on demand and therefore the question of overdue amounts does not arise.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and with regard 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 internal controls.

5. To the best of our knowledge and belief and according to the information and explanations given to us, the particulars of contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

According to the information and explanations given to us, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956, aggregating during the year to Rs. 5,00,000/- (Rupees five lacs) or more in respect of any party.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A and section 58AA or other relevant provisions of the of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975 with regard to acceptance of deposits from the public.

7. There is no internal audit system prevalent in the Company.

8. According to information and explanations give to us, Central Government has not prescribed maintenance of Cost Records under Section 209(1 )(d) of the Companies Act, 1956 in respect of business activities of the Company.

9. In respect of statutory dues:

a) According to the records of the Company, and according to the information and explanations given to us, the company is generally regular in depositing undisputed statutory dues including Income-Tax, Sales- tax, Service tax and other material statutory dues applicable to the company with the appropriate authorities during the year.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2010 for a period of more than six months from the date of becoming payable.

c) According to the records of the Company, and as per information and explanations given to us there are no disputed statutory dues outstanding during the year, except the following:

Nature of Nature of Dues Rs. Period to which it

Statute relates

Income Tax Disallowance of payment 25,80,957/- A.Y: 2003-2004 Act, 1961 towards VRS to employees

Central Sales Reassessment 1,64,673/- A.Y: 2001-2002 Tax Act, 1956



Nature of Statute Forum where the dispute

is pending

Income Tax Act, 1961 Income Tax Appellate Tribunal, Mumbai



Central Sal Tax Act, 1956 Dy. Commissioner of Sales Tax, Audit Division, Gandhi Nagar, Gujarat

10. The Company does not have any accumulated losses as at the end of the financial year. The company has not incurred cash losses during the current and the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks and financial institutions. The company has not obtained any borrowings by issue of debentures.

12. In our opinion, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society.

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

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

16. According to the information and explanations given to us, and on the basis of examination of the books of account, we are of the opinion that the term loans obtained by the company have been applied for the purpose for which such loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, funds raised on short-term basis during the year have not been used for long-term investments.

18. According to the information and explanations given to us, during the year, 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. The Company has not issued any debentures during the year.

20. The Company has not raised any money by way of public issue during the year covered by our audit report.

21. To the best of our knowledge and according to the information and explanations given to us by the management, 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 Tushar Parekh and Associates

Chartered Accountants

(FRN: 117307W)



CA Tushar Parekh

Place: Mumbai Proprietor

Dated: 29th May, 2010 Membership No: 103230