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Auditor Report of Emami Infrastructure Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Emami Infrastructure Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, 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 FINANCIAL STATEMENTS

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, 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 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 the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 losses and 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, 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 purpose of our audit.

(b) In our opinion, proper books of accounts 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 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.

(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 financial statements disclose the impact of pending litigations on the financial position of the Company - Refer Note 19(b) to the financial statements.

ii. The Company did not have any material foreseeable losses on long term contracts including derivative contracts.

iii. There is no such sum which is required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

(i) The Company does not have any fixed assets and accordingly this clause of the Order is not applicable to the Company.

(ii) The Company does not have any inventory and accordingly this clause of the Order is not applicable to the Company.

(iii) In our opinion and 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 189 of the Companies Act, 2013.

(iv) There are no transactions of the purchase of inventories and fixed assets and sale of goods and services during the year. Accordingly, provisions of the Order are not applicable to the Company.

(v) The Company has not accepted any deposits as defined under section 73 of Companies Act, 2013.

(vi) As explained to us, the Company is not required to maintain cost records prescribed by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

(vii) a. The Company has been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Income Tax, Service Tax, Cess and other Statutory dues with the appropriate authorities during the year. According to the information and explanation given to us, there were no undisputed amount payable in respect of these statutory dues which have remained outstanding as at 31st March, 2015 for a period of more than six months from the date they become payable.

b. According to the information and explanations given to us, there are no material dues in respect of Sales Tax, Income Tax, Custom Duty, Service Tax, and Cess except the following:

Nature of Dues Amount under Financial Year to Name of the dispute not yet which the Statue amount deposited (Rs. in lacs) relates

Income Tax Act, 1961 Income Tax 47.29 2009-10

Name of the Statue Forum where the dispute is pending

Income Tax Act, 1961 I.T.A.T. (Kolkata)

c. According to the information and explanations given to us, there was no amount required to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 and rules thereunder.

(viii) The Company does not have accumulated losses exceeding fifty percent of its net worth at the end of the financial year. The Company has incurred cash losses during the current year as well as in the immediately preceding financial year.

(ix) The Company has not raised Loan from Financial Institution or Banks or by issue of Debentures and accordingly this clause of the Order is not applicable to the Company.

(x) According to the information and explanation given to us, the Company has given corporate guarantee for loan taken by its subsidiary company amounting to Rs. 450 crore from the bank. As explained, the terms and conditions are not prejudicial to the interests of the Company.

(xi) To the best of our knowledge and belief and according to the information and explanations given to us, no term loans has been availed by the Company.

(xii) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For S. K. AGRAWAL & CO.

Chartered Accountants Firm Registration No. 306033E

Radhakrishan Tondon

Kolkata Partner

May 25, 2015 Membership No: 060534


Mar 31, 2014

We have audited the accompanying financial statements of ("the Company") which comprise the Balance Sheet as at 31st March, 2014 and the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date 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") (which continues to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Opinion

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

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 Loss 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.

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the order") 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 & 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 accounts as required by law have been kept by the Company so far as appears from our examination of such books.

c) The Balance Sheet, Statement of Profit & Loss & Cash Flow Statement referred to in this report are in agreement with the books of accounts.

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 (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs).

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

1. The Company does not have any fixed assets and accordingly the provisions of clause 1(a), 1(b) & 1(c) of the order are not applicable to the company.

2. The Company does not have any inventory and accordingly the provisions of clause 2(a), 2(b) & 2(c) of the order are not applicable to the company.

3. The Company has neither granted nor taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, clauses (iii)(b), (iii)(c), (iii)(d), (iii)(f) and (iii)(g) of paragraph 4 of the Order are not applicable.

4. There are no transactions of the purchase of inventories and fixed assets and sale of goods and services during the year. Accordingly, provisions of Clause 4(iv) of the order are not applicable to the company.

5. According to information and explanation given to us, we are of the opinion that there are no transactions made in pursuance of contracts or arrangements that need to be entered into the Register maintained under section 301 of the Companies act, 1956.

6. The Company has not accepted any deposits as defined under section 58A & 58AA or other relevant provisions of the Companies Act, 1956.

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

8. As explained to us the company is not required to maintain Cost records pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under section 209 (1)(d) of the Companies Act, 1956.

9. According to the information and explanations given to us in respect of statutory and other dues:

a. The Company has been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Cess and other Statutory dues with the appropriate authorities during the year. According to the information and explanations given to us, there were no undisputed amount payable in respect of these statutory dues which have remained outstanding as at 31st March, 2014 for a period of more than six months from the date they became payable.

b. According to the information and explanation given to us, there are no disputed dues in respect of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Service Tax, cess except the following:

Name of the Statute Nature of Dues Amount under Financial Year dispute not yet to which the deposited amount relates (Rs. in Lacs)

Income Tax Act, 1961 Income Tax 52.29 2009-10

Name of the Statute Forum where the dispute is pending Income Tax Act, 1961 I.T.A.T (Kolkata)

10. The Company does not have accumulated losses exceeding fifty percent of its net worth at the end of the financial year. The Company has incurred cash losses during the current year; however it has not incurred cash losses in the immediately preceding financial year.

11. The company has not raised Loans from Financial institution or Banks or by issue of Debentures and hence Clause 4(xi) of the order is not applicable to the company.

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

13. In our opinion, the company is not a chit fund or a Nidhi/ Mutual Benefit Fund/Society. Accordingly, the provisions of clause 4(xiii) of the order are not applicable.

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 explanation given to us, the Company has given corporate guarantee for loan taken by its subsidiary amounting to Rs. 200 crore from the bank. As explained, the terms and conditions are not prejudicial to the interests of the Company.

16. To the best of our knowledge and belief and according to the information and explanations given to us, the Company has not availed any term loan during the year.

17. According to the information and explanation given to us and on an overall examination of Balance Sheet, the company has not raised any short-term funds during the year.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act 1956, during the year and hence the question of whether the price at which shares have been issued is prejudicial to the interest of the Company does not arise.

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

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

21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For S. K. AGRAWAL & COMPANY Firm Registration No. 306033E Chartered Accountants

Radhakrishan Tondon Place: Kolkata Partner Date: 30th May'' 2014 M. No. 060534


Mar 31, 2013

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of Emami Infrastructure Limited ("the Company") which comprise the Balance Sheet as at 31st March 2013, and the Statement of Profit & Loss and the Cash Flow Statement for the year ended on that date and a summary ofsignificant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FORTHE FINANCIALSTATEMENTS

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 ofthe Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 ofthe Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevantto the preparation and presentation ofthe financial statements that give a true and fairview and are free from material misstatement, whether due to fraud or error.

AUDITORS''RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued bythe Institute ofChartered Accountants of India. Those Standards require thatwe complywith ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of 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 ofthe risks of material misstatement ofthe 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 ofthe 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 ofthe accounting estimates made by management, as well as evaluating the overall presentation ofthe 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) Inthe case ofthe Balance Sheet, ofthe State of affairs ofthe Company as at 31st March, 2013;

ii) Inthe case ofthe Statement ofProfit & Loss, ofthe Profitfor the year ended on that date; and

iii) Inthe case ofthe Cash Flow Statement, ofthe cash flowsforthe year ended on that date.

1. As required bythe Companies (Auditor''s Report) Order, 2003 ("the order") issued bythe Central Government of India in terms ofsub- Section (4A) ofsection 227 ofthe Act, we give in the annexure a statement on the mattersspecified in paragraphs4 & 5 ofthe order.

2. As required by section 227(3) ofthe 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 ofour audit.

b) In our opinion proper books of accounts as required by law have been kept bythe Company so far as appears from our examination ofsuch books.

c) The Balance Sheet, Statement of Profit & Loss & Cash Flow Statement referred to in this report are in agreement with the books ofaccounts.

d) In our opinion, the Balance Sheet, Statement ofProfit & Loss, and Cash Flow Statement complywith the Accounting standards referred to in sub- section (3C) ofsection 211 ofthe Companies Act, 1956.

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

Annexure to the Independent Auditors'' Report

1. The Company does not have anyfixed assets and accordingly provisions ofclause 1(a), 1(b) & 1(c) ofthe order are not applicable to the company.

2. The Company does not have any Inventory and accordingly provisions ofclause 2(a), 2(b) & 2(c) ofthe order are not applicable to the company.

3. a. The Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301of the Act.

b. Consequently the question of commenting on the rate of interest, terms and conditions ofthe loans granted being prejudicial to the interests ofthe Company, receipt ofregular principal and interest and reasonable stepsfor the recovery ofthe same does not arise.

c. The Company has not taken any loan, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301of the Act.

d. Consequently the question of commenting on the rate of interest and other terms and conditions of the loans taken being prejudicial to the interests ofthe Company, payment ofregular principal and interest does not arise.

4. There are no transactions of purchase of inventories and fixed assets and sale of goods and services during the year. Accordingly, provisions ofclause 4(iv) ofthe order are not applicable to the Company.

5. According to information and explanation given to us, we are of the opinion that there are no transactions made in pursuance of contracts or arrangements, that need to be entered into the Register maintained under Section 301 ofthe Companies act, 1956.

6. The Company has not accepted any deposits as defined under Section 58A & 58AA or other relevant provisions ofthe Companies Act, 1956.

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

8. As explained to us, the Company is not required to maintain Cost records pursuantto the Companies (Cost Accounting Records) Rules, 2011 prescribed bythe Central Government underSection 209(1) (d) ofthe CompaniesAct 1956.

9. According to the information and explanations given to us in respect ofstatutory and other dues :

a. The Company has been regular in depositing undisputed statutory dues, including Provident Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Cess and other Statutory dues with the appropriate authorities during the year. According to the information and explanations given to us, there were no undisputed amount payable in respect ofthese statutory dues which have remained outstanding as at 31st March 2013 for a period of more than six months from the date they became payable.

b. According to the information and explanation given to us, there are no disputed dues in respect ofSales Tax, Income Tax, Custom Duty, Wealth Tax, Service Tax, cess except the following :

Name of the Statute Nature of Dues Amount under dispute Financial Year to which Forum where the not yet deposited the amount relates dispute is pending (Rs. in Lacs)

Income Tax Act,1961 Income Tax 639.85 2009-10 CIT(A)

10. The Company does not have accumulated losses exceeding fifty percent of its net worth at the end ofthe financial year and the Company has not incurred cash losses during the current and the immediately precedingfinancial year.

11. The Company has not raised Loansfrom Financial Institution or Banks or by issue of Debentures and hence Clause 4(xi) ofthe order are not applicable to the Company.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis ofsecurity by way ofpledge ofshares, debentures and othersecurities.

13. In our opinion, the Company is not a chit fund or a Nidhi/Mutual Benefit Fund/Society. Accordingly, the provisions of clause 4(xiii) ofthe order are not applicable to the Company.

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. Accordingto the information and explanation given to us, the Company has given corporate guaranteefor loan taken by itssubsidiary amounting to Rs. 100 crore from the bank. As explained, the terms and conditions thereof are not prejudicial to the interest ofthe Company.

16. To the best ofour knowledge and beliefand according to the information and explanations given to us, the Company has not availed any term loan during the year.

17. According to information and explanation given to us and on an overall examination of Balance Sheet, the Company has not raised any short-term funds during the year.

18. The Company has not made any preferential allotment ofsharesto parties and companies covered in the Register maintained under Section 301 ofthe Companies Act 1956, during the year and hence the question of whether the price at which shares have been issued is prejudicial to the interest ofthe Company does not arise.

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

20. The Company has not raised any money byway ofpublic issue duringthe year.

21. To the best ofour knowledge and beliefand accordingto the information and explanations given to us, no fraud on or by the Company was noticed or reported during year.

For S. K. AGRAWAL & COMPANY

Chartered Accountants

Registration No. 306033E

Vivek Agarwal

Place : Kolkata Partner

Date : 29th May, 2013 Membership No. 301571


Mar 31, 2012

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

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

We further 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 accounts as required by law have been kept by the company so far as appears from our examination of such books.

c) The Balance Sheet, Statement of Profit & Loss & Cash flow Statement referred to in this report are in agreement with the books of accounts and comply with the accounting standards referred to in Section 211 (3C) of the Companies Act, 1956 to the extent applicable.

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

e) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the significant accounting policies and notes on accounts thereon give the information required by The Indian Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounted principles generally accepted in India:

i) In the case of Balance Sheet, of the state of affairs of the company as on 31st March, 2012;

ii) In the case of Statement of Profit & Loss, 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.

As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we further report that:

1) The Company doesn't own any fixed assets, accordingly clause 4(i) of Companies (Auditor's Report) Order, 2003 are not applicable to the company.

2) As explained to us, no inventories were held by the Company during the year. Accordingly, clause 4(H) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

3) a. According to the information and explanation given to us, the company has granted unsecured loans to two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 1,81,52,574 and the year end balance of loans granted to such parties was Rs. 18,775.

b. The company has not taken unsecured loans from any company covered in the register maintained under section 301 of the Companies Act, 1956.

c. The rate of interest and other terms and conditions of loan given by the Company are not prejudicial to the interest of the Company.

d. The receipt of principal amount and interest are regular.

4) There are no transactions of purchase of inventories and fixed assets and sale of goods and services during the year. Accordingly, provisions of clause 4(iv) of Companies (Auditor's Report) Order, 2003 are not applicable to the company.

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

a. According to the information and explanation 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 entered.

b. According to the information and explanation given to us, the company has not entered into any transactions in pursuance of such contracts or arrangements aggregating during the year to Rs. 50000 or more in respect of each party listed in the register maintained under section 301 of the Companies Act, 1956 for the purchase of goods, materials and sale of goods.

6) In our opinion and according to the information and explanation given, the Company has not accepted any deposit during the year from the public within the meaning of the provisions of section 58A & 58AA of the Companies Act, 1956 and the rules framed there under.

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

8) As explained to us, the company is not required to maintain cost records as prescribed under Section 209(1)(d) of the Companies Act, 1956.

9) According to the information and explanations given to us in respect of statutory and other dues:

a) The company has been regular in depositing undisputed statutory dues, including Provident Fund, Income Tax, Cess and other statutory dues with the appropriate authorities during the year.

b) According to the information and explanations given to us and records of the company examined by us, there are no disputed dues in respect of sales tax, custom duty and excise duty.

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

11) In our opinion and on the basis of information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to financial institution or bank.

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

13) Clause (xiii) of the Order is not applicable, as the Company is not a chit fund Company or nidhi/mutual benefit fund/society.

14) Clause (xiv) of the Order is not applicable, as the Company has not dealt or traded in shares, securities, debentures or other investments during the year.

15) According to the information and explanations given to us, the company has given Corporate Guarantee on behalf of subsidiary company for loans taken from Banks and Financial Institutions for Rs. 100 Cr.

16) According to the information and explanations given to us, term loans were availed by the company and they were applied for the purpose for which they were obtained.

17) According to the cash flow statement and other records examined by us and the information and explanations given to us on an overall basis, there are no funds raised on short term basis that have been used for long term investment.

18) The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act 1956, during the year and hence the question of whether the price at which shares have been issued is prejudicial to the interest of the company does not arise.

19) The Company has not issued any debentures during the year and hence the question of creating security or charge in respect thereof does not arise.

20) The company has not raised money by public issues during the year and hence the question of disclosure and verification of end use of such money does not arise.

21) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For S. K. AGRAWAL & COMPANY Chartered Accountants Registration No. 306033E

Radhakrishan Tondon Partner Membership No. 60534

Council House Street Kolkata - 700 001 14th August, 2012


Mar 31, 2011

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

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

We further 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 accounts as required by law have been kept by the Company so far as appears from our examination of such books.

c) The Balance Sheet, the Profit & Loss Account & the Cash Flow Statement referred to in this report are in agreement with the books of accounts and comply with the accounting standards referred to in Section 211 (3C) of the Companies Act, 1956 to the extent applicable.

d) On the basis of written representations received from the Directors and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2011 from being appointed as a director in terms of Section 274(1 )(g) of the Companies Act, 1956.

e) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes on accounts as per Schedule I, 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 the Balance Sheet, of the State of Affairs of the Company as on 31st March, 2011.

ii) In the case of the Profit & Loss Account, 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.

As required by the Companies (Auditors Report) order, 2003 issued by the Central Government of India and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we further report that:

1. The Company does not own Fixed Assets during the year, therefore clause 4(i) is not applicable.

2. The Company does not own Inventories during the year, therefore clause 4(H) is not applicable.

3. a) The Company has granted unsecured loans to four parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 53,37,26,226/- and the year end balance of loans granted to such parties was Rs..22,81,52,574/-

b) The Company has not taken unsecured loans from any company covered in the register maintained under section 301 of the Companies Act, 1956.

c) The rate of interest and other terms and conditions of loan taken by the Company are not prejudicial to the interest of the Company.

d) The payment of principal amount and interest are regular.

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

a. According to the information and explanations given to us, the particulars of contracts or arrangements that needed to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b. According to the information and explanations given to us, the Company has not entered into any transactions in pursuance of such contracts or arrangements aggregating during the year to Rs. 500000 or more in respect of each party listed in the register maintained under section 301 of the Companies Act, 1956 for purchase of goods. materials and sales of goods.

5. The Company has not accepted any deposits as defined under Section 58A & 58AA or other relevant provisions of the Companies Act, 1956.

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

7. The central government has not prescribed the maintenance of cost records under section 209 (1) (d) of the act.

8. According to the information’s and explanations given to us in respect of statutory and other dues :

(a) The company has been regular in depositing undisputed statutory dues including providend fund. Employees State Insurance, income tax, or any other statutory dues with the appropriate authorities during the year. According to the information and explanations given to us, there were no disputed amount payable in respect of these statutory dues which have remained outstanding as at 31st March 2011 for the period of more than six months from the date they became payable.

(b) The company does not have disputed statutory dues.

9. The Company does not have accumulated losses as at the end of the year and the company has not incurred cash losses during the year and in the immediately preceding financial period.

10. Based on our audit procedures and on the basis of our information and explanations given by the managements are of the opinion that the company has not defaulted in the repayment of dues to financial institutions and banks.

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

12. In our opinion, the company is not a chit fund/nidhi/mutual benefit fund/society. Therefore provisions of clause (xiii) of paragraph 4 of the order are not applicable.

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

14. According to the information given to us, the company has not given guarantees for loan taken by others from Banks.

15. To the best of our knowledge and belief and according to the information and explanations given to us, term loans were availed by the company and they were applied for the purpose for which they were obtained.

16. Based on overall examination of Balance Sheet of the company as at 31st March 2011, short term funds were applied for the purpose for which they were obtained.

17. The company has not made any preferential allotment of shares to the parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956, during the year.

18. To the best of our knowledge and belief and according to the information and explanations given to us. no fraud on or by the Company was noticed or reported during the year.

19. Others clauses of the said order are not applicable.

For S. K. AGRAWAL & COMPANY

Chartered Accountants

Registration No. 306033E

J. K. Roychowdhury

Kolkata Partner

12th August, 2011 Membership No. 09271


Mar 31, 2010

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

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

We further 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 accounts as required bylaw have been kept by the company so far as appears from our examination of such books.

c) The Balance Sheet, Profit & Loss Account & Cash Flow Statement referred to in this report are in agreement with the books of accounts and comply with the accounting standards referred to in Section 211(3C) of the Companies Act, 1956 to the extent applicable.

d) On the basis of written representations received from the Directors and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of Section 274 (1) (g) of the Companies Act, 1956.

e) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, subject to note B (l)(e) in schedule (I) and read with other notes on accounts as per schedule (I) 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 on 31st March, 2010;

ii. In the case of the Profit & Loss Account of the Profit for the year ended on that date; and iif. In the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we further report that:

1) The Company does not own Fixed Assets during the year; therefore, clause 4 (i) is not applicable.

2) The Company does not own Inventories during the year; therefore, clause 4 (ii) is not applicable.

3) (a) The Company has granted unsecured loans to two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding amounts to Rs. 425,350,000/- and the year end balance is Rs.58,22,959/-

(b) The company has not taken unsecured loans from any company covered in the register maintained under section 301 of the Companies Act, 1956.

(c) The rate of interest and other terms and conditions in respect of above loans are prima facie not prejudicial to the interest of company.

(d) The payment of the principal amount and interest are also regular.

4) (a) According to the information and explanations given to us, particulars of contracts or agreements that needed to be entered into the register maintained under section 301 of the Companies Act, 1956, have been so entered.

(b) According to the information and explanations given to us, the company has not entered into any transactions in pursuance of such contracts or arrangements aggregating during the year to Rs 5, 00,000 or more in respect of each party listed in the register maintained under section 301 of the Companies Act, 1956 for purchase of goods, materials and sales of goods.

5) According to information and explanations given to us, the company has not accepted deposits from the public. Therefore, provisions of clause (vi) of paragraph 4 is not applicable.

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

7) According to the information and explanations given to us in respect of statutory and other dues:

a) The company has been generally regular in depositing undisputed statutory dues, including Provident Fund and other statutory dues with the appropriate authorities during the year. According to the information and explanations given to us, there were no undisputed amount payable in respect of these statutory dues which have remained outstanding as at 31st March 2010 for the period of more than six months from the date they became payable.

b) The Company does not have disputed statutory dues.

8) The Company does not have accumulated losses as at the end of the year and the company has not incurred cash losses during the current year but has incurred Cash losses in the immediately preceding financial period.

9) The Company has not taken loans from financial Institutions and banks; therefore, question of default does not arise.

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

11) In our opinion, the Company is not a chit fund/nidhi/ mutual benefit fund/ society. Therefore provisions of clause (xiii) of paragraph 4 of the order are not applicable.

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

13) According to the information given to us, the company has not given guarantees for loan taken by others from Banks.

14) To the best of our knowledge and belief and according to the information and explanations given to us, no term loans were availed by the company.

15) Based on overall examination of Balance Sheet of the Company as at March 31st 2010, short term funds were applied for the purpose for which they were obtained.

16) The company has not made preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act 1956, during the year.

17) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

18) Other clauses of the said orderare not applicable.

For S. K. Agrawal& Company Chartered Accountants Registration No. 306033E



J. K. Roychowdhury

Partner

Membership No. 09271

9th July, 2010 Kolkata