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Auditor Report of Diamond Power Infrastructure Ltd.

Mar 31, 2016

TO THE MEMBERS OF Diamond Power Infrastructure Limited REPORT ON THE STANDALONE FINANCIAL STATEMENTS

We have audited the accompanying standalone financial statements of Diamond Power Infrastructure Limited ("the Company"), which comprise the balance sheet as at 31 March 2016, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE 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 and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS'' RESPONSIBILITY

Our responsibility is to express an opinion on these standalone financial statements based on our audit. While conducting the 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 the disclosures in the financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the standalone financial statements.

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

BASIS FOR QUALIFIED OPINION

1. As stated in note 45 to the standalone financial statements, the Company does not have system of maintaining material

wise details of sales, purchases and consumption. Accordingly, breakup of amount of major sales, purchases and major raw materials consumed under broad heads is not disclosed in the standalone financial statements as required by Schedule III of the Act. Further, the Company does not have system of maintaining listing of purchase order for capital goods. Accordingly, the details of capital commitment is not disclosed in the standalone financial statements and the impact of which is not ascertainable at this stage.

2. As stated in note 48 to the standalone financial statements, the Company does not have a cost of each of the assets, its significant component and capital work in progress capitalized during the year and in earlier years. The depreciation charge for the year is worked out on the basis of the gross value of assets as classified in the standalone financial statements. The depreciation charge calculated on the said basis could be different, if worked out on the basis of the cost of individual asset. The aforesaid matters can have an impact on the profit for the year, reserves as the year end and the value of net assets carried forward in the standalone financial statements. Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the Basis for Qualified Opinion paragraph which is unascertainable at this stage, 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 of the state of affairs of the Company as at 31 March 2016, its loss and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

As required by the Companies (Auditor''s Report) Order, 2016 (‘the Order''), issued by the Central Government of India in terms of subsection (11) of Section 143 of the Act, we give in the Annexure A, a statement on the matters specified in the paragraphs 3 and 4 of the Order.

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

(a) except for the possible effects of the matter described in paragraph 1 and 2 of Basis for Qualified Opinion, we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) except for the possible effects of the matter described in paragraph 1 and 2 of Basis for Qualified Opinion, 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) except for the possible effects of the matter described in paragraph 1 and 2 of Basis for Qualified Opinion, the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this report are in agreement with the books of account;

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

(e) the matter described in the Basis for Qualified Opinion paragraph above, in our opinion, may have an adverse impact on the functioning of the Company;

(f) on the basis of the written representations received from the Directors as on 31 March 2016 taken on record by the Board of Directors, none of the Directors are disqualified as on 31 March 2016 from being appointed as a Director in terms of Section 164(2) of the Act;

(g) the qualification relating to maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph above;

(h) the with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in the Annexure B; and

(i) with respect to the other matters to be included in the Auditors'' 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:

1. the Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer note 34 to the financial statements;

2. the Company did not have long-term contracts including derivative contracts for which there were any material foreseeable losses; and

3. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 March 2016.

(i) (a) The Company is in the process of updating the fixed assets register showing full particulars of its fixed assets.

(b) As explained to us, the Company has a regular programme of physical verification of its fixed assets by which the all fixed assets are verified annually. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. As informed to us, land, building and significant plant and machinery has been physically verified by the management along with an independent value during the year. The discrepancy between the physical verification and book record, if any, would be dealt with on updating of fixed assets register.

(c) As informed to us, the title deeds of all lands owned by the Company are deposited with debentures trustee. We have received confirmations from the debenture trustee confirming of holding of title deeds. With respect to buildings, we have verified the same with the property tax payment challis. The Company would reconcile the title deeds of all immoveable properties which are lying with debenture trustee with the fixed asset register.

(ii) The inventory, other than goods in transit, has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. In respect of stocks lying with third parties at some of the location, the management has performed joint physical verification with such third parties as at the year end. The discrepancies noticed on verification between the physical stocks and the book records (including stocks as recorded on the basis of joint verification) were not material and the same have been properly dealt with in books of account.

(iii) The Company has granted unsecured interest free loans to associate companies covered in the register maintained under section 189 of the Act.

a. In our opinion, the terms and conditions of such loans considering the purpose for which it was given except not recovering the interest till the transactions fructifies is not prejudicial to the interest of the Company.

b. The terms and conditions of these loans are without any stipulation for repayment as such loans are given for specific purpose.

c. According to the information and explanation given to us, the Company has not demanded any amount for repayment of principal or interest for loans granted. Hence, there are no overdue amounts.

(iv) In our opinion and according to the information and explanation given to us, the Company has not granted any loan, made any investment or provided any guarantees or security to the parties covered under Section 185 and 186 of the Act. Accordingly, paragraph 3(iv) of the Order is not applicable to the Company.

(v) In our opinion, and according to the information and explanations given to us, the Company has not accepted deposits as per the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under Section 148 (1) of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records.

(vii) (a) According to the information and explanations given to

us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident fund, Employees'' State Insurance, Income-tax, Sales-tax, Service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues have been generally regularly deposited during the year with the appropriate authorities though there have been few delays in case of tax deducted at source, professional tax, employee state insurance corporation, provident fund.

(viii) In our opinion and according to the information and explanations given to us pursuant to approval of restructuring with respective banks as per master re-structuring agreement, the Company has not defaulted in repayment of dues to any banks or financial institutions or its debenture holders. The Company does not have any loans or borrowings from government.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Employees'' State Insurance, Income-tax, Sales-tax, Service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues were in arrears as at 31 March 2016 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of Income-tax, Sales tax, Service tax, Duty of customs, Duty of excise and Value added tax as at 31 March 2016, which have not been deposited with the appropriate authorities on account of any dispute, except as stated below:

Name of Statute

Nature of Dues

Amount

Demanded

(Rs.)

Amount

unpaid

(Rs.)

Period to which amount relates

Forum where dispute is pending

Central Excise Act, 1944

Excise duty

10.08

10.08

2015-16

Commissioner of Excise and Customs

Central Excise Act, 1944

Excise duty

12.82

11.41

2014-15

Custom Excise & Service Tax Appellate Tribunal

Finance Act, 1994

Service tax

8.80

8.14

2014-15

Commissioner of Excise and Customs

Central Excise Act, 1944

Excise duty

86.25

78.82

2013-14

Custom Excise & Service Tax Appellate Tribunal

Finance Act, 1994

Service tax

8.33

8.33

2012-13

Commissioner of Excise and Customs

Central Excise Act, 1944

Excise duty

11.21

11.21

2012-13

Custom Excise & Service Tax Appellate Tribunal

Central Excise Act, 1944

Excise duty

39.29

21.88

2011-12

Custom Excise & Service Tax Appellate Tribunal

Finance Act, 1994

Service tax

45.04

45.04

2008-09

Custom Excise & Service Tax Appellate Tribunal

Central Excise Act, 1944

Excise duty

11.85

2008-09

Custom Excise & Service Tax Appellate Tribunal

(ix) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) during the year. As the Company has not provided the information correlating the funds raised to the end use of term loan, we are unable to comment whether the money raised through term loans have been applied for the purpose for which they were raised.

(x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

(xi) In our opinion and according to the information and explanations given to us, the Company has paid / provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V of the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.

(xiii) In our opinion and according to the information and explanations given to us, the Company has entered into transactions with related parties and the details of such related party transactions have been disclosed in the financial statements as required by Accounting Standard (AS) 18, Related Party Disclosures specified under Section 133 of the

Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. However, in absence of adequate documentation, we are unable to comment whether transactions with related parties are in compliance with the provisions of Sections 177 and 188 of the Act where applicable.

(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3(xiv) of the Order is not applicable to the Company.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transactions with directors or persons connected with them. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company.

(xvi) In our opinion and according to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable to the Company.

REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER CLAUSE (i) OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT, 2013 ("THE ACT")

We have audited the internal financial controls over financial reporting of the Company as of 31 March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

MANAGEMENT''S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

AUDITORS'' RESPONSIBILITY

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable, to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

QUALIFIED OPINION

According to the information and explanations given to us and based on our audit, the following material weaknesses have been identified as at 31 March 2016:

a) The Company has not updated fixed asset register giving breakup of cost of each class of assets and its component and Capital Work in Progress, so as to enable reconciliation of physical verification with financial records and ascertainment of depreciation/impairment. This may have an effect on incorrect reporting of profit/ loss, net fixed assets, including Capital Work in Progress and the reserves at the end of the year.

b) The Company needs to maintain records of movement of inventories at third party site to ensure control over the same. This may have an effect of incorrect reporting to banks and internal MIS to the management.

c) The Company should maintain adequate documentation to directly support the arm''s length price for transactions with related party to ensure compliance with the requirement of the Accounting Standard and the Act.

d) The Company needs to strengthen its documentation over purchase and sales of bought out components to ensure adequate internal checks and correct accounting of the transactions.

e) The Company needs to maintain material wise details of sales, purchases and consumption. Further, the Company needs to maintain listing of purchase order for capital goods to determine capital commitment. This will ensure compliance with the disclosure requirement of the Act.

A ‘material weakness'' is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company''s annual or interim financial statements will not be prevented or detected on a timely basis.

In our opinion, except for the possible effects of the material weaknesses described above, the Company has maintained, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as of 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over

Financial Reporting issued by the Institute of Chartered Accountants of India. We have considered the material weaknesses identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the 31 March 2016 financial statements of the Company, and these material weaknesses except to the extent as reported in our opinion of even date does not affect our opinion on the financial statements of the Company.

For B S R & Co. LLP For ABCJPR & CO

(Name changed from A Yadav & Associates)

Chartered Accountants Chartered Accountants

Firm''s Registration No: Firm''s Registration No:

101248W/W-100022 129725W

Vijay Bhatt Arvind Yadav

Partner Partner

Membership No: 036647 Membership No: 047422

Vadodara Vadodara

21 July 2016 21 July 2016


Mar 31, 2015

REPORT ON THE STANDALONE FINANCIAL STATEMENTS

We have audited the accompanying standalone financial statements of Diamond Power Infrastructure Limited ('the Company'), which comprise the balance sheet as at 31st March 2015, the statement of profit and loss and the cash flow statement for the year ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT'S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these Standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material 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 thereunder.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls.

An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2015 and its profit and its cash flows for the year ended on that date subject to our Report as under:

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

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

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

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

c) the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

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

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

f) with respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i. The Company has disclosed the impact of pending litigation on its financial Position - Refer Note 9 of Part A of Notes to accounts; ii. The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise; and iii. There has not been an occasion in case of the Company during the year under report to transfer any sums to the investor Education and Protection Fund. The question of delay in transferring such sums does not arise.

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the standalone financial statements for the year ended on 31st March 2015, we report that:

i. a) The Company has maintained proper records showing full particulars, including Quantitative details and situation of fixed assets, however the same has not been updated. b) As explained to us, fixed assets have been physically verified by the management at regular intervals although no verification report was provided to us hence we are unable to comment on any material discrepancies noticed on such verification.

ii. a) As informed to us, physical verification of inventory has been conducted by the management at reasonable intervals during the audit year.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of stock followed by the management were found reasonable and adequate in relation to the size of the Company and the nature of its business on the basis management representation for inventory details received.

c) In case of maintaining proper records of Inventories, we like to comment that same are maintained properly as per the available records and representation produced before us.

iii. The Company has not granted any loans to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013 ('the Act').

iv. In our opinion and according to the information and explanations given to us by the management, there is adequate internal control system commensurate with the size of the company and nature of its business with regard to purchase of stores, raw materials including components, plant and machinery, equipment and other assets and for sales 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 system.

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

vi. As informed to us, the Central Government has prescribed the maintenance of cost records under section 148(1) of the Act. However, Cost Accountant has been appointed and preparation of compliance certificate is ongoing as on the date of the Audit Report.

vii. a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees' state insurance and duty of excise. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31st March 2015 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no material dues of wealth tax, income tax, sales tax, service tax, duty of customs and cess and value added tax which have not been deposited with the appropriate authorities on account of any dispute.

c) According to the information and explanations given to us, there has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund.

viii. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

ix. The Company has restructured its debts with financial institutions, banks and debenture holders during the year under review and the same was approved by JLF and IEC.

x. According to the information and explanations given to us, the company has given guarantees for loans taken by its subsidiaries from banks and financial institutions, the terms and conditions where of, in our opinion, are not prima-facie prejudicial to the interest of the company.

xi. Based on the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

xii. According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For Vijay. N. Tewar & Co.

(Chartered Accountants)

Vijay N. Tewar

Proprietor

Date : 30th May, 2015 FRN:111422W

Place : Vadodara Membership No. 040676


Mar 31, 2014

We have audited the accompanying financial statements of Diamond Power Infrastructure Limited (''the company'') which comprise the Balance Sheet as at 31st March 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the general circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the companies Act 2013 . 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. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

OPINION

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

i. in the case of the balance sheet, of the state of affairs of the Company as at 31st March 2014;

ii. in the case of the statement of profit and loss, of the profit for the year ended on that date; and

iii. in the case of the cash flow statement, of the cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGuLATORY REQUIREMENTS

1. As required by the Company''s (Auditor''s Report) Order, 2003 (the ''Order''), as amended by 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 and according to the information and explanations given to us and on the basis of such checks as we considered appropriate, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Act

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

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

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

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 read with the general circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the companies Act 2013.; and

e. on the basis of written representations received from the directors as on 31st March 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 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

1 (a) The Company has maintained proper records showing all particulars including quantitative details and situation of Fixed Assets.

(b) As explained to us, the physical verification of its fixed assets located at the plants & offices have been conducted by the management at reasonable intervals. In our opinion, the frequency of the verification is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed between the book records and the physical inventory in respect of the assets.

(c) During the period under audit, the Company has not sold/disposed off substantial part of its Fixed Assets.

2 (a) Physical verification of inventory has been conducted by the management at reasonable intervals during the audit year.

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

(c) In case of maintaining proper records of Inventories, we are able to comment that same are maintained properly as per available records shown to us.

3 (i) The company has not granted loans, secured or unsecured to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. Accordingly, para (3)(i)(b) to (3)(i) (e) of the order are not applicable.

(ii) (a) The company has taken during the year loans, secured or unsecured amounting to Rs. 1,17,17,863/- from companies, firms or other parties listed in the register maintained under Section 301 of companies Act,1956. The same have been entered in the register maintain under section 301 of the Companies Act,1956.

(b) As informed to us by the company based on management report, the terms and conditions of Loans are prima facie not prejudicial to the interest of the company.

(c) As stated above in the para (b) the loans have been taken from the companies under the same management, but the repayments have been made as and when required.

(d) No formal terms and conditions for payment of the principal amount and interest, so we are not in position to give our opinion that instalment payments are regular or not.

(e) As stated in the point no (d) above, there are no stated terms and condition for the same and hence we are unable to comment whether repayment of principal and interest was regular or not.

4 In our opinion and according to the information and explanations given to us by the management, there is adequate internal control system commensurate with the size of the company and nature of its business with regard to purchase of stores, raw materials including components, plant and machinery, equipments and other assets and for sales 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 system.

5 (a) In our opinion and according to information and explanations given to us , the particulars of contracts or arrangement referred to in Section 301 of the Act have been entered in the register required to be maintained under that section.

(b) in our opinion and according to the information and explanations given to us, the transaction made in pursuance of contracts and arrangement referred to in 5(a) above and exceeding the value of Rs.5 lakh with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6 According to the information and Explanations given to us, the company has not accepted any deposits from the public during the yearly within the provisions of section 58A and 58AA of the Companies Act, 1956 and rules framed there under to the extent applicable.

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

8 Based on the information and explanation furnished to us , the maintenance of cost records under Section 209(1)(d)of the Companies Act, 1956 is applicable to the company. Cost Accountant has been appointed and preparation of compliance certificate is ongoing as on the date of the audit report .

9 (a) According to the records of the Company, Provident Fund, Employee State Insurance, Investors Education & Protection Fund, Income Tax, Wealth Tax, Service Tax,

Sales Tax, Customs Duty, Excise Duty, Cess and other material statutory dues have generally been regularly deposited with the appropriate authorities save few instances, though the delays in deposits have not been serious.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees'' state insurance, income-tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

10 The Company has no accumulated losses as at March 31st, 2014 and it has not incurred cash losses in the financial year ended on that date or in the immediately preceding financial year.

11 According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to the financial institutions or bank or debenture holders as at the Balance Sheet date.

12 As explained to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities.

13 The provision of any special statute applicable to Chit fund/ nidhi /mutual benefit fund / societies are not applicable to the company.

14 The company is not dealing or trading in shares, securities, debentures and other investments and hence the related reporting requirement is not applicable.

15 According to the information and explanations given to us, the company has given guarantees for loans taken by its subsidiaries from banks and financial institutions, the terms and conditions whereof, in our opinion, are not prima-facie prejudicial to the interest of the company.

16 Based on the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

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

18 According to the information and explanations given to us, the company has made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 during the period and the same is not prima -facie prejudicial to the interest of the company

19 According to the information and explanations given to us, the Company has not issued any debentures during the year .The Company has Non-convertible debentures of Rs 100 Crores.

20 According to the information and explanation given to us , the company has issued fully convertible equity warrant during the year to the Preferential shareholders of the company . Further the same has been converted during the year itself in the equity shares which are not prima -facie prejudicial to the interest of the company

21 According to the information and explanations given to us, no fraud by the company and no material fraud on the Company has been noticed or reported during the course of our audit.

For Vijay N. Tewar & Co.

Chartered Accountants FRN: 111422W CA Vijay N. Tewar

Date: 30.05.2014 Proprietor

Place: Vadodara M.N.: 040676


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Diamond Power Infrastructure Limited (''the company'') which comprise the Balance Sheet as at 31 March 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub- section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. 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. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

i. in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2013;

ii. in the case of the statement of profit and loss, of the profit for the year ended on that date; and

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

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956; and

e. on the basis of written representations received from the directors as on 31 March 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2013, from being appointed as a director in terms of clause (g) of sub- section (1) of Section 274 of the Companies Act, 1956.

1 (a) The Company has maintained proper records showing all particulars including quantitative details and situation of Fixed Assets.

(b) As explained to us, the physical verification of its fixed assets located at the plants & offices have been conducted by the management at reasonable intervals. In our opinion, the frequency of the verification is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed between the book records and the physical inventory in respect of the assets.

(c) During the period under audit, the Company has not sold/ disposed off substantial part of its Fixed Assets.

2 (a) Physical verification of inventory has been conducted by the management at reasonable intervals during the audit year.

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

(c) In case of maintaining proper records of Inventories, we are able to comment that same are maintained properly as per available records shown to us.

3 (i) (a) The company has granted loans, secured or unsecured of 151.28 million to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(b) In the absence of loan agreement, we are unable to comment on this para, however as informed to us by the company such payment have been made by the company in the ordinary course of business. However based on management report, the terms and conditions of Loans are prima facie not prejudicial to the interest of the Company.

(c) As stated above in the Para (b) the loans have been granted to the companies under the same management, but the repayments have been made as and when required.

(d) No formal terms and conditions for payment of the principal amount and interest, so we are not in position to give our opinion that installment payments are regular or not.

(e) As stated in the point no(d) above, we are unable to comment whether repayment of principal and interest was regular or not.

(ii) The company have not taken any loans, secured or unsecured from Companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

4 In our opinion and according to the information and explanations given to us by the management, there is adequate internal control system commensurate with the size of the company and nature of its business with regard to purchase of stores, raw materials including components, plant and machinery, equipment and other assets and for sales 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 system.

5 (a) In respect of contracts or arrangements to be entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us, the company have entered in contracts or arrangements that need to be entered in the register referred to in the section 301 have been so entered. (b) We are unable to comment in case of each of such transaction is in excess of Rs 5 Lakhs in respect of any party, the whether they have been made at a price which are prima facie reasonable having regard to prevailing market price at the relevant time, as we are not unable to compare it with the competitor price.

6 According to the information and Explanations given to us, the company has not accepted any deposits from the public during the yearly within the provisions of section 58A and 58AA of the Companies Act, 1956 and rules framed there under to the extent applicable.

7 In our opinion in respect of adequacy of Internal Audit System, the company needs to be strengthened its internal Audit System to make it commensurate with its size and nature of business.

8 (a) We have broadly reviewed the books of account maintained by the Company pursuant tothe rules made by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 related to manufacture of electrical goods, and we are of the opinion that prima facie, the prescribed accounts andrecords have been made and maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete.

(b) To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of Cost records under clause (d) of sub section (1) of section 209 of the Companies Act 1956 for products of the Company.

9 (a) According to the records of the Company, Provident Fund, Employee State Insurance, Investors Education & Protection Fund, Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty, Excise Duty, Cess and other material statutory dues have generally been regularly deposited with the appropriate authorities save few instances, though the delays in deposits have not been serious. (b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees'' state insurance, income-tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

10 The Company has no accumulated losses as at March 31st, 2013 and it has not incurred cash losses in the financial year ended on that date or in the immediately preceding financial year.

11 According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to the financial institutions or bank or debenture holders as at the Balance Sheet date.

12 As explained to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities.

13 The provision of any special statute applicable to Chit fund/ nidhi /mutual benefit fund / societies are not applicable to the company.

14 The company is not dealing or trading in shares, securities, debentures and other investments and hence the related reporting requirement is not applicable.

15 According to the information and explanations given to us, the company has given guarantees for loans taken by its subsidiaries from banks and financial institutions, the terms and conditions whereof, in our opinion, are not prima-facie prejudicial to the interest of the company.

16 Based on the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

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

18 According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 during the period.

19 According to the information and explanations given to us, the Company has created security or charge in respect of debentures issued.The Company has Non-convertible debentures of 100 Crores.

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

21 As per the Circular No. 62/2011 of the Ministry of Corporate Affairs, Company has prepared its financial report as per revised Schedule VI of the Companies Act, 1956.

22 According to the information and explanations given to us, no fraud by the company and no material fraud on the Company has been noticed or reported during the course of our audit.

For VIJAY N. TEWAR & CO.

(Chartered Accountants)

(Vijay N. Tewar)

Proprietor

Membership No. 040676

Place : Vadodara

Date : 22nd May, 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of Diamond Power Infrastructure Ltd (herein after referred to as the "Company") as at 31st March, 2012 and also the annexed profit and loss Account and the cash flow statement for the financial year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express are opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with the auditing standards generally accepted in India. These 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government in terms of Section 227 (4A) of Companies Act, 1956 and on the basis of such check of the books and records of the Company produced before us and as considered appropriate by us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

Further to our comments in the Annexure referred to in paragraph 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, the Company has kept proper books of account as required by law so far as it appears from our examination of the books and proper returns adequate for the purpose of our audit.

c. The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the aforesaid books of accounts.

d. In our opinion, the Balance sheet, Profit and Loss Accounts and Cash Flow Statement of the company dealt with by this report, generally comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956.

e. On the basis of written representations received from the Directors, as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2012 from being appointed as a Director in terms of Clause (g) of subsection(1) of Section 274 of the Companies Act, 1956.

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 schedules and notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

I) In the case of Balance Sheet, of the State of affairs of the Company as at 31st March 2012; and

II) In the case of Profit & Loss Account, of the Profit for the year ended on that date; and

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

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

(b) All fixed assets were physically verified by the management in the current year in accordance with a planned programme of verifying them at reasonable intervals which, in our opinion, is rational having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) There was no substantial disposal of fixed assets during the year.

2. (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3. (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 under Section 301 of the Companies Act, 1956. Accordingly, provisions of clauses 4(iii) (a) to (d) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company and hence not commented upon.

(b) According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, provisions of clauses 4(iii) (e) to (g) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company and hence not commented upon.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the Company in respect of these areas.

5. (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that need to be entered into the register maintained under Section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rs. 5,00,000 have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

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. We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956, related to the manufacture of electrical goods, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

9. (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, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees' state insurance, income-tax, wealth tax, service tax, sales-tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

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

11. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks. The Company has no outstanding dues to financial institutions or debenture holders.

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

13. 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 (as amended) are not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

15. According to the information and explanations given to us, the Company has given guarantee for loans taken by its subsidiaries from banks and financial institutions, the terms and conditions whereof, in our opinion, are not prima-facie prejudicial to the interest of the Company.

16. Based on the information and explanations given to us by the management, term loans were applied for the purpose for which the 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, we report that no funds raised on short-term basis have been used for long- term investment.

18. The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956 as there is no allotment of shares during the year under review.

19. The Company did not have any outstanding debentures of Rs.100 Crores as at 31st March, 2012.

20. The Company has not raised money by way of public issue of shares/ debentures in the current year.

21. As per the recent Circular no. 62/2011 of the Ministry of Corporate Affairs Company has prepared its financial report as per revised Schedule VI of the Companies Act, 1956.

22. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For VIJAY N. TEWAR & CO.

(Chartered Accountants)

(Vijay N. Tewar)

Proprietor

Membership No. 040676

Place: Vadodara

Date: 13th August, 2012


Mar 31, 2011

We have audited the attached Balance Sheet of Diamond Power Infrastructure Ltd (herein after referred to as the "Company") at 31st March, 2011 and also the annexed profit and loss Account and the cash flow statement for the financial 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 have conducted our audit in accordance with the auditing standards generally accepted in India. These 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 principal used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government in terms of Section 227 (4A) of Companies Act, 1956 and on the basis of such check of the books and records of the Company produced before us and as considered appropriate by us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

Further to our comments in the Annexure referred to in paragraph above, we report that:

1. 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.

2. In our opinion, the Company has kept proper books of account as required by law so far as it appears from our examination of the books and proper returns adequate for the purpose of our audit.

3. The Balance Sheet and Profit and loss Account dealt with by this Report are in agreement with the aforesaid books of accounts.

4. In our opinion, the Balance sheet, Profit and Loss Accounts and Cash Flow Statement of the company dealt with by this report, generally comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956.

5. On the basis of written representations received from the Directors, as on 31st March, 2011 and taken on record the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2011 from being appointed as a Director in terms of clause (g) of sub- section (1) of Section 274 of the Companies Act, 1956.

6. 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 schedules and notes thereon, give the information required by the Companies Act, 1956, in the manner so required the give a true and fair view in conformity with the accounting principles generally accepted in India:

I) In the case of balance sheet of the State of affairs of the Company as at 31st March 2011

and

II) In the case of Profit & Loss Account, of the Profit for the year ended on that date.

III) In the case of Cash Flow Statement, of the Cash Flow as on that date.

Annexure to Auditors' Report

1. (a) The Company has maintained proper records showing all particulars including quantitative details and situation of Fixed Assets.

(b As explained to us, the physical verification of its fixed assets located at the plant have been conducted by the management at reasonable intervals. In our opinion, the frequency of the verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed between the book records and the physical inventory in respect of the assets.

(c) During the period under audit, the Company has not sold/disposed off substantial part of its Fixed Assets accept reclassification of Assets grouping in Land, Building, Plant & Machinery and capital work in Progress.

2. (a) The Inventory of Finished Goods, Stores & Spare parts and Raw Materials have been physically verified by the management during the period. 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 stock followed by the management were found reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The discrepancy noticed on verification between the physical stocks and book records were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

3. (a) The company has granted an unsecured Loans of Rs 199.25 million to companies, firms or other parties to be listed in the register maintained under section 301 of the Companies Act, 1956.

(b) In the absence of loan agreement, we are unable to comment on this para, however as informed to us by the company such payment have been made by the company in the ordinary course of business. The Terms & Conditions of Loans are , in our opinion, prima facie not prejudicial to the interest of the Company

(c) As stated above in the Para (b) the loans have been granted to the companies under the same management, but the repayments have been made as and when required.

(d) No formal terms and conditions for payment of the principal amount and interest, so we are not in position to give our opinion that installment payments are regular or not.

(e) As stated in the point no.(d) above, we are unable to comment whether repayment of principal and interest was regular or not.

The Company have not taken any Loans, secured or un secured, from Companies, firms or other parties listed in the register maintained u/s 301 of the Companies Act,1956

4. In our opinion and according to the information and explanations given to us by the management, there is adequate internal control system commensurate with the size of the company and nature of its business with regard to purchase of stores, raw materials including components, plant and machinery, equipment and other assets and for sales 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 system.

5. (a) In respect of contracts or arrangements to be entered in the Register to be maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us, though the company has entered in contracts or arrangements that need to be entered in the register referred to in the section 301, the company has neither maintained nor entered in the register to be maintained under section 301 of the Act.

(b) In our opinion and according to the explanations given to us by the management, the transactions made in pursuance of contracts or arrangements to be entered in register u/s 301 of the Companies Act, 1956 and exceeding the value of Rs 5 lacks in case of each of such transaction is in excess of Rs 5 Laces in respect of any party during the year have been made at price which are reasonable having regard to prevailing market price at the relevant time.

6. The Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Companies Act, 1956 and rules framed there under.

7. In our opinion in respect of adequacy of Internal Audit System, the company needs to be strengthened its internal Audit System to make it commensurate with its size and nature of business.

8. We have broadly reviewed the books of account maintained by the Company pursuant to the order made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act,1956, for the company's products to which the said rules are made applicable and are of the opinion on the basis of explanations given by the management that, prima facie, the prescribed accounts and records for the period under consideration are under preparation and verification by the cost auditor approved by the Central Government. Accordingly, we have not made a detailed examination of such records with a view to determine whether they are accurate or complete.

9. (a) According to the records of the Company, Provident Fund, Employee State Insurance, Investors Education & Protection Fund, Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty, Excise Duty, Cess and other material statutory dues have generally been regularly deposited with the appropriate authorities save few instances, though the delays deposits have not been serious.

(b) According to the information and explanations given to us there are no undisputed amounts payable in respect of Provident Fund, Employee State Insurance, Investors Education & Protection Fund, Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty, Excise Duty, Cess and other material statutory dues outstanding as on the last date of the financial yearconcerned, for a period more than six months from the day they became payable.

10. The Company has no accumulated losses as at March 31st, 2011 and it has not incurred cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to the financial institutions or bank or debenture holders as at the Balance Sheet date.

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

13. In our opinion, the Company is not a chit fund/ 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.

14. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of clause 4(xiv) of the Companies (Audit Report) order 2003 are not applicable to the Company.

15. In our opinion and according to the information and explanations given to us, the terms and conditions of Guarantees given by the Company for Loans taken by Subsidiary companies from banks or financial institutions are not prima facie prejudicial to the interest of the Company.

16. In our opinion and according to the information and explanations given to us, on an over all basis the Term Loans have been applied for the purpose for which they have been obtained.

17 According to the information and explanation given to us and on an overall examination of the balance sheet of the company, we report that funds raised on short term basis have not been used for long term investments.

18. According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 during the period covered by our audit report.

19 According to the information and explanations given to us and records examined by us, during the period covered by our audit report, the Company had issued Secured Redeemable Non Convertible Debentures amounting Rs 68 corers and security or charge has been created in respect of the Debentures issued.

20. The company has not raised any money by way off public issue, but it has raised funds by way of Qualified Institutional Placement i.e.QIP.

21. According to the information and explanations given to us, no fraud on or by the company and no material fraud on or by the Company has been noticed or reported during the course of our audit.

For VIJAY N. TEWAR & CO.

(Chartered Accountants)

(Vijay N. Tewar)

Place: Vadodara Proprietor

Date: 4th August, 2011 Membership No. 40676

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