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Auditor Report of Era Infra Engineering Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Era Infra Engineering 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 than ended and a summary of significant accounting policies and other explanatory statements.

Management's responsibility of financial statements

The Company's Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation 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 the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's responsibility

Our responsibility is to express an opinion on these Standalone Financial Statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matter's 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 standalone financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the standalone 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 standalone financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

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, 2015;

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.

Emphasis of Matters

Attention is drawn to the following:

(a) Note No 1(b)(vi) of Financial Statements regarding recognition of revenue based on bills submitted to Joint Ventures/ Associates though not accounted for by such Joint Ventures/ Associates.

(b) Note No 4.1 (vi) of the Notes to Accounts regarding perfection in creation of security under Corporate Debt Restructuring (CDR) Mechanism as stated in the said note.

(c) Note No 7 of Financial Statements regarding non ascertaining complete particulars (including interest payable) of dues to micro, small and medium enterprises under MSMED Act, 2006 and non provision of liability, if any.

(d) Note No 9 of Financial Statements regarding noncompliance of standard condition of CDR scheme in regarding sale of fixed assets without prior approval of CDR EG.

(e) Note No 34 of the Notes to Accounts regarding pending application seeking approval from Central Government for excess remuneration paid to managerial personnel.

(f) Note No 35 of Financial Statements regarding classification of Company as Non Performing Asset (NPA) by some lenders as stated in the said note.

(g) Note No 36 of the Notes to Accounts regarding Company's exposure (including the exposure through its subsidiaries) in the nature of long-term investments of Rs, 108,744.47 lacs and loans & advances of Rs, 1,631.28 lacs in its subsidiaries viz. Era Infrastructure (India) Limited and Rampur Highway Project Limited and Company's exposure (including the exposure through its subsidiaries) in the nature of long-term investments of Rs, 19,658.27 lacs and loans & advances of Rs, (2,313.43 lacs) in its Associates viz. Gwalior Bypass Project Limited and Hyderabad Ring Road Project Limited. On the basis of book value of these Companies, there is a diminution in the value of Rs, 30,877.42 lacs of these investments, which in the opinion of the management is temporary in nature.

(h) No 37 of Financial Statements with regard to non-receipt of Confirmation of balances from Debtors, Creditors, and Advances paid/received, equipment finance lenders and Other Liabilities. These amounts are subject to adjustments, if any, after reconciliation and for identification of doubtful debts/ advances, which are not ascertainable at this stage. Our opinion is not qualified in respect of these matters.

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 paragraphs 3 and 4 of the Order.

2. As required by section 227(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 appears from our examination of those books.

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

f) With respect to the other matters included in the Auditor's Report and to our best of our information and according to the explanations given to us :

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – refer Note 23 of the financial statements except in cases of pending under section 138 of Negotiable Instruments Act wherein financial implication cannot be ascertained and pending winding up petition.

ii. The company did not have any derivative contracts. In respect to provisions for material foreseeable loses relating to long term contracts, it is not possible to ascertain amount of foreseeable losses due to nature of business and other various reasons such as extension of period, quantity and also price escalation.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

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

(b) The fixed assets are physically verified by the management according to a phased programmer designed to cover all the items over a period of three years, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. Pursuant to the programmer, a portion of the fixed assets has been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed.

(ii) (a) As explained to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable in relation to the size of the company.

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

(c) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of inventory, the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the books records were not material and have been properly dealt with in the books of accounts.

(iii) (a) The Company has granted unsecured loan to its subsidiaries, covered in the register maintained under section 189 of the Companies Act, 2013 ('the Act')

(b) In respect of interest free loans granted to subsidiaries covered under section 189 of the Act, the terms of arrangement for payment of principal are payable on demand. Accordingly, paragraph 3(iii)(a) is not applicable to the Company.

(c) In respect of the aforesaid advances, as per the information made available to us, there is no overdue amount exceeding Rupees One Lac as at year end.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to execution of contracts, sale of goods and services. However as informed to us there is a continuous procedure to strengthen the same and the internal controls over accounting of consumption, wastage, material reconciliation need further strengthening.

(v) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from public to which the directives issued by Reserve Bank of India and provisions of sections 73 to 76 of the Companies Act, 2013, including rules framed there under, apply. Further, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any other tribunal.

(vi) We have broadly reviewed the books of accounts maintained by the Company pursuant to the Rules made by the Central Government regarding the maintenance of Cost Records under clause of sub section (1) of section 148 of the Companies Act, 2013 and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have however not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and according to the books and records produced before us, the company is not regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cuss and any other statutory dues with the appropriate authority, as applicable to it. The arrears of outstanding statutory dues appearing as at year end for a period of more than six months from the date they became payable are as under:

Particulars Amount (Rs, Lacs)

Liability Under various Acts

Income Tax Act 1,054.44

Royalty under various State Royalty Acts 127.49

Employees' Provident Fund Act 434.36

Employee State Insurance Act 2.24

Finance Act, 1994 (Service Tax) 665.39

VAT/WCT under various state Acts 90.68

(b) According to the information and explanations given to us and the records of the Company examined by us, dues of sales tax, income tax, customs duty, wealth tax, service tax, excise duty, value added tax and cess which have not been deposited on account of disputes and the forum where the dispute is pending, are as under:

Name of the Dues/ Name Disputed Amount Period to which Forum Where of the Statute (Rs,in Lacs) amount relates Dispute is Pending

Sales Tax / Value Added Tax

West Bengal VAT Demand 90.94 2004-05 & 2007-08 Commercial Tax Officer, Kolkata

Delhi VAT 428.06 2009-10 DVAT Tribunal

UP VAT 2.31 2005-06 Tribunal

Punjab Value Added Tax Demand 1.85 2011-12 Commissioner



Name of the Dues/ Name Disputed Amount Period to which of the Statute (Rs, in Lacs) amount relates Customs/ Excise Duty

Customs Act 26.21 2007-08

Customs Act 562.48 2012-13

Excise Act 11.39 2012-13 & 2013-14

Excise Act 13.88 2012-13 & 2013-14

central

Excise Act 2.93 2011-12 & 2012-13

Excise Act 0.34 2013-14

Excise Act 3.70 2013-14

Excise Act 3.58 2012-13

Excise Act 1.45 2013-14

Excise Act 7.31 2012-13

Service Tax

Finance Act,1994 3,244.64 2007-08

Finance Act,1994 310.34 2008-09

Finance Act,1994 450.37 2008-09

Finance Act,1994 116.53 2009-10 & 2010-11

Finance Act,1994 34.16 2010-11 & 2011-12

Finance Act,1994 2,090.52 2010-11 & 2011-12

TRIBUNAL AUTHORITY

Finance Act,1994 73.11 2006-07

Income Tax

Income Tax Act, 1961 120.73 2008-09

Income Tax Act, 1961 78.55 2009-10

Income Tax Act, 1961 46.68 2010-11

Income Tax Act, 1961 (TDS) 139.60 2011-12

Royalty

Madhya Pradesh Royalty Demand 57.38 2008-09

Madhya Pradesh Royalty Demand 100.00 2006-07

Madhya Pradesh Royalty Demand 20.40 2006-07

Andhra Pardesh Royalty Demand 28.04 2004-05

Labour Cess

The Building & other Construction 85.61 2006-07 Workers (Regulation of Employment & Condition of Service) Act, 1996



Name of the Forum Where Dispute is pending Dues/ Name of the Statute Customs/ Excise Duty

Customs Act Commissioner of Customs (port),Kolkate

Customs Act Commissioner of Customs,Mumbsi

Excise Act The Additional Commissioner of central Excise,Meerut-1 Excise Act The Attritional Commissioner of Central Excise,Meerut-1

Excise Act The Attitiona1 Commissioner of central Excise,Meerut-1

Excise Act Asst. Commissioner of central Excise, Dehradun

Excise Act Asst. Commissioner of central Excise, Dehradun

Excise Act Jt. Commissioner of central Excise, Dehradun

Excise Act Jt. Commissioner of central Excise, Dehradun

Excise Act Jt. Commissioner of central Excise, Dehradun

Service Tax

Finance Act,1994 The additional commissioner of (Adjudication), central Excise,Delhi-1 CR Building IP Estate, New Delhi

Finance Act,1994 The additional commissioner of (Adjudication), central Excise,Delhi-1 CR Building IP Estate, New Delhi

Finance Act,1994 The additional commissioner of (Adjudication), central Excise,Delhi-1 CR Building IP Estate, New Delhi

Finance Act,1994 The additional commissioner of (Adjudication), central Excise,Delhi-1 CR Building IP Estate, New Delhi

Finance Act,1994 The additional commissioner of (Adjudication), central Excise,Delhi-1 CR Building IP Estate, New Delhi Finance Act,1994 TRIBUNAL AUTHORITY

Finance Act,1994 TRIBUNAL AUTHORITY,R.K.PURAM



Income Tax

Income Tax Act, 1961 Commoner of income Tax (appeals)

Income Tax Act, 1961 Commoner of income Tax (appeals)

Income Tax Act, 1961 Commoner of income Tax (appeals)

Income Tax Act, 1961 Commoner of income Tax (appeals) (TDS)

Royalty

Madhya Pradesh Revenue Board, Gwalior Royalty Demand

Madhya Pradesh Revenue Board, Gwalior Royalty Demand

Madhya Pradesh Revenue Board, Gwalior Royalty Demand

Andhra Pardesh Commissioner, Ujjain Royalty Demand

Labour Cess

The Building & other Hon'able Supreme court Construction Workers (Regulation of Employment & Condition of Service) Act, 1996



(c) According to the information and explanations provided to us, the company has transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under within the stipulated time.

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

(ix) In our opinion and according to information and explanations given to us, the Company has defaulted in repayment of dues to financial institutions, bank and debenture-holder during the year. The details of defaults are given hereunder:

Particulars Amount (Rs, Lacs) Period of Default (Days)

Interest on Bank Term Loan 4,531.41 01-60 Days

2,341.94 61-120 Days

268.42 121-180 Days

210.92 181-240 Days

210.73 241-300 Days

207.08 301-365 Days

Principal / Term Loans from Banks 1,258.49 01-60 Days

6,750.00 301-365 Days

(x) According to the information and explanations given to us, the company has given guarantees for loans taken by others from banks and financial institutions. In our opinion and according to the information and explanations given to us, the terms and conditions of such guarantees to banks or financial institutions are not prejudicial to the interest of the company.

(xi) According to the information and explanations given to us, the term loans were applied overall for the purpose for which the loans were obtained.

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

For G. C. SHARDA & CO.

Chartered Accountants

FRN:500041N

CA. Pankaj Jain

Partner

M. No. : 505948

Place : Noida

Date : 30th May, 2015


Mar 31, 2014

We have audited the accompanying financial statements of Era Infra Engineering 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 than ended and a summary of significant accounting policies and other explanatory statements.

Management''s responsibility of financial statements

Management is responsible for the preparation of these financial statements that give a true and fair view of financial position, financial performance and cash flow of the Company in accordance with the Accounting Standards notified under the Companies Act 1956 ("the Act") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes 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 the 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 amount and disclosures in the financial statements. The procedures selected depend upon auditor''s judgment, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making these 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 the Management, as well as 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.

Emphasis of Matters

Attention is drawn to the following:

(a) Note No 36 of the Notes to Accounts regarding Company''s exposure (including the exposure through its subsidiaries) in the nature of long-term investments and loans & advances of Rs.100,404.63 Lacs and Rs.442.06 Lacs in its subsidiaries viz. Era Infrastructure (India) Limited and Rampur Highway Project Limited and Company''s exposure (including the exposure through its subsidiaries) in the nature of long-term investments and loans & advances of Rs.19,658.27 Lacs and Rs.5,008.60 Lacs in its Associates viz. Gwalior Bypass Project Limited and Hyderabad Ring Road Project Limited. On the basis of book value of these Companies, there is a diminution in the value of these investments and advances, which in the opinion of the management is temporary in nature.

(b) Note no 4.1(vi) of the Notes to Accounts regarding non creation of security under Corporate Debt Restructuring (CDR) Mechanism as stated in the said note.

(c) Note No 34of the Notes to Accounts regarding application seeking approval from Central Government for excess remuneration paid to managerial personnel. Our opinion is not qualified in respect of these matters.

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 Section (4A) of Section 227 of the Act, we give in the ''Annexure'' a statement on the matters specified in paragraphs 4 or 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 it appears from our examination of these books;

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

d) the Balance Sheet, Statement of Profit and Loss and Cash Flow statement comply with Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; 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 are disqualified as on 31st March, 2014, from being a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

ANNEXURE REFERRED TO IN OUR REPORT OF EVEN DATE

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

(b) The fixed assets are physically verified by the management according to a phased programme designed to cover all the items over a period of three years, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed.

(c) During the year, the company has not disposed off any substantial part of fixed assets.

(ii) (a) As explained to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable in relation to the size of the company.

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

(c) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of inventory, the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the books records were not material and have been properly dealt with in the books of accounts.

(iii) (a) According to the information and explanations given to us, the company has not granted any loan secured or unsecured to the parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the clauses 4 (iii) (a) to (d) of the order are not applicable.

(b) The Company has taken interest free unsecured loans from two parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 3,045 lacs and the year-end balance of the loans taken from such parties was Rs. 3,045 lacs

(c) In our opinion, the terms and conditions on which loans have been taken from parties listed in the register maintained under Section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(d) Since the aforesaid loans, as informed to us, are not repayable during the tenure of the implementation of the CDR package, the payment of principal amount is not yet due.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to execution of contracts, sale of goods and services. However as informed to us there is a continuous procedure to strengthen the same and the internal controls over accounting of consumption, wastage, material reconciliation need further strengthening.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts, arrangements or transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 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 entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposit from public to which provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed thereunder, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

(vii) In our opinion, the company has an internal audit system commensurate with the size and nature of its business; however the scope needs to be enlarged.

(viii) We have broadly reviewed the books of accounts maintained by the Company pursuant to the Rules made by the Central Government regarding the maintenance of Cost Records under clause (d) of sub-section (1) of Section 209 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have however not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) 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, majorly it has not been deposited with the appropriate authorities.

(b) According to the information and explanations given to us, following undisputed amounts payable in respect of 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 undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable:

Particulars Amount (Rs. Lacs)

Liability Under various Acts

Income Tax Act 4,097.36

Royalty under various state royalty acts 123.74

Employees'' Provident Fund Act 391.96

Employee State Insurance Act 2.24

Finance Act, 1994 (Service Tax) 1,007.76

VAT/WCT under various state Acts 90.68

(c) According to the information and explanations given to us and the records of the Company examined by us, dues of sales tax, income tax, customs duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of disputes and the forum where the dispute is pending , are as under:

Name of the Dues/ Name Disputed Amount Period to which Forum Where of the Statute (Rs. in Lacs) amount relates Dispute is Pending

Sales Tax

West Bengal VAT Demand 90.94 2004-05 & Commercial 2007-08 Tax Officer, Kolkata

Delhi VAT 428.06 2009-10 DVAT Tribunal

UP VAT 2.31 2005-06 Tribunal

Punjab Value Added 1.85 2011-12 Commissioner Tax Demand

Customs / Excise Duty

Customs Act 26.21 2007-08 Commissioner of Customs (Port), Kolkata

Customs Act 597.48 2012-13 Commissione of Customs, Mumbai

Service Tax

Finance Act, 1994 73.11 2006-07 Commissioner of Service Tax,New Delhi

Finance Act, 1994 3,244.64 2006-07, Delhi High 2008-09 Court & 2009-10

Finance Act, 1994 2,090.52 2009-10, CESTAT, 2010-11 New Delhi & 2011-12

Income Tax

Income Tax Act, 1961 120.73 2008-09 CIT(Appeals)

Income Tax Act, 1961 78.55 2009-10 CIT(Appeals)

Income Tax Act, 1961 46.68 2010-11 CIT(Appeals)

Income Tax Act, 1961 (TDS) 139.60 2011-12 CIT(Appeals)

Royalty

Andhra Pradesh Royalty Demand 28.04 2004-05 Hon''ble High Court of AndhraPradesh

Madhya Pradesh Royalty Demand 57.38 2008-09 Revenue Board Gwalior

Madhya Pradesh Royalty Demand 100.00 2006-07 Revenue Board Gwalior

Labour Cess

The Building and Other 85.61 2000-07 Hon''ble Construction Workers Supreme Court (Regulation of Employment and Condition of Service) Act, 1996

Madhya Pradesh Royalty Demand 20.40 2006-07 Commissioner, Ujjain

(x) The company does not have any accumulated losses as at the end of the year. The Company has incurred cash losses during the current year, while no cash loss has incurred in the immediately preceding financial year.

(xi) In our opinion and according to information and explanations given to us, the Company has defaulted in repayment of dues to financial institutions, bank and debenture-holder during the year. The details of defaults are given hereunder:

Particulars Amount (Rs. Lacs) Period of Default (Days)

Interest on Term Loans from Banks* 3,895.54 1-60

735.82 61-120

Principal on Term Loans from Banks* 4,637.00 1

Non Convertible Debentures (interest)* 391.07 61-120

Non Convertible Debentures (principal)* 2,000.00 61-120

External Commercial Borrowings (interest)* 234.89 61-120

External Commercial Borrowings (principal)* 1,989.99 61-120

Interest on Term Loans from Banks 445.11 1-60

124.37 61-120

128.16 121-180

121.53 181-240

8.54 241-300

0.64 301-350

Principal on Term Loans from Banks 683.59 1-60

3,260.01 61-120

240.13 121-180

189.92 181-240

31.50 241-300

2.37 301-350

*However, as explained in Note 4.1 of financial statements the Corporate Debt Restructuring Empowered Group approved a restructuring package on 29th March, 2014 in terms of which the Existing loans were restructured with effect from 1st July, 2013. As a consequence, there are no overdue amounts outstanding towards interest and principal as at year end.

(xii) 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.

(xiii) In our opinion, the provisions of any special statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/Society are not applicable to the company.

(xiv) In our opinion and according to the information and explanations given to us, the company is not dealing in or trading in shares, securities, debentures and other investments, Accordingly, the provisions of clause 4(xiv) of the Order are not applicable in respect of the company.

(xv) The company has given guarantees for loans taken by others from banks and financial institutions. In our opinion and according to the information and explanations given to us, the terms and conditions of such guarantees to banks or financial institutions are not prejudicial to the interest of the company.

(xvi) According to the information and explanations given to us, the term loans were applied overall for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, in our opinion no funds raised on short-term basis have been used for long-term investment.

(xviii) According to the information and explanations given to us, 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.

(xix) According to the information and explanations given to us, no debentures were issued during the period.

(xx) According to the information and explanations given to us, the company had not raised any money by public issue during the year.

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

For G. C. SHARDA & CO.

Chartered Accountants FRN:500041N

CA. Pankaj Jain Partner Membership. No. : 505948

Place: Noida Date : 30th May, 2014


Mar 31, 2013

Report on the financial statements

We have audited the accompanying financial statements of Era Infra Engineering Limited ("the Company") which comprise the Balance Sheet as at 31st March, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year than ended and a summary of significant accounting policies and other explanatory statements.

Management''s responsibility of financial statements

Management is responsible for the preparation of these financial statements that give a true and fair view of financial position, financial performance and cash flow 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 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 the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free form material misstatement.

An audit involves performing procedures to obtain audit evidence about the amount and disclosures in the financial statements. The procedures selected depend upon auditor''s judgment, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making these 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 the Management, as well as 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, 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 Section (4A) of Section 227 of the Act, we give in the ''Annexure'' a statement on the matters specified in paragraphs 4 or 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 it appears from our examination of these books;

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

d) the Balance Sheet, Statement of Profit and Loss and Cash Flow statement comply with 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 31st March, 2013, and taken on record by the Board of Directors, none of the Directors are disqualified as on 31st March, 2013, from being a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

ANNEXURE REFERRED TO IN OUR REPORT OF EVEN DATE

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

(b) The fixed assets are physically verified by the management according to a phased programme designed to cover all the items over a period of three years, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed.

(c) During the year, the company has not disposed off any substantial part of fixed assets.

(ii) (a) As explained to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable in relation to the size of the company.

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

(c) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of inventory, the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the books records were not material and have been properly dealt with in the books of accounts.

(iii) (a) According to the information and explanations 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 party wise cumulative maximum amount involved during the year was Rs. 25.28 Lacs and the year-end balance of loans granted to such parties was Rs. 25.28 Lacs.

(b) According to the information and explanations given to us , in our opinion, the rate of interest and other terms and conditions on which loans have been granted to companies covered in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(c) In our opinion and according to the information and explanations given to us, the company is receiving the principal amounts as stipulated and is receiving interest regularly.

(d) According to the information and explanations given to us, there is no overdue amount of loans granted to companies, listed in the register maintained under Section 301 of the Companies Act, 1956.

(e) According to the information and explanations given to us, the company has not taken any loan, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. In view of the above, clause 4(iii) (e) to (g) of the Order are not applicable in respect of the Company.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to execution of contracts, sale of goods and services. However as informed to us there is a continuous procedure to strengthen the same. During the course of our audit, we have not observed any major weakness in internal controls nor have any such weaknesses been brought to our notice.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts, arrangements or transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 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 entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposit from public to which provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

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

(viii) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 in respect of any of activities of the company.

(ix) (a) 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 have been generally regularly deposited with the appropriate authorities.

(b) Accordingly 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, sales tax, wealth tax, service 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.

(c) According to the information and explanations given to us and the records of the Company examined by us, dues of sales tax, income tax, customs duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of disputes and the forum where the dispute is pending , are as under:

NAME OF THE DUES/ DISPUTED AMOUNT PERIOD TO WHICH FORUM WHERE DISPUTE

NAME OF THE STATUTE ('' IN LACS) AMOUNT RELATES IS PENDING

SALES TAX

West Bengal VAT Demand 90.94 2004-05 & Commercial Tax Officer, Kolkata

2007-08

Delhi VAT 428.06 2009-10 DVAT Tribunal

UP VAT 2.31 2005-06 Tribunal

CUSTOMS/ EXCISE DUTY

Customs Act 26.21 2007-08 Commissioner of Customs (Port), Kolkata

Customs Act 597.48 2012-13 Commissioner of Customs, Mumbai

SERVICE TAX

Finance Act, 1994 73.11 2006-07 Commissioner Of Service Tax, New Delhi

Finance Act, 1994 3,244.99 2006-07 Delhi High Court

2008-09 & 2009-10

INCOME TAX

Income Tax Act, 1961 120.73 2008-09 Deputy Commissioner of Income Tax

Income Tax Act, 1961 78.55 2009-10 Deputy Commissioner of Income Tax

Income Tax Act, 1961 100.38 2010-11 Deputy Commissioner of Income Tax

LABOUR CESS

The Building and Other 85.61 2000-07 Honourable Supreme Court Construction Workers (Regulation of Employment and Condition of Service) Act, 1996

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

(xi) In our opinion and according to information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution, bank or debenture-holder during the year.

(xii) 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.

(xiii) In our opinion, the provisions of any special statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund / Society are not applicable to the company.

(xiv) In our opinion and according to the information and explanations given to us , the company is not dealing in or trading in shares, securities, debentures and other investments, Accordingly, the provisions of clause 4(xiv) of the Order are not applicable in respect of the company.

(xv) The company has given guarantees for loans taken by others from banks and financial institutions. In our opinion and according to the information and explanations given to us, the terms and conditions of such guarantees to banks or financial institutions are not prejudicial to the interest of the company.

(xvi) According to the information and explanations given to us, the term loans were applied overall for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, in our opinion no funds raised on short-term basis have been used for long-term investment.

(xviii) According to the information and explanations given to us, 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.

(xix) According to the information and explanations given to us, the company has created securities for the non- convertible debentures.

(xx) According to the information and explanations given to us, the company had not raised any money by public issue during the year.

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



For G. C. SHARDA & CO.

Chartered Accountants

FRN : 500041N

CA. Pankaj Jain

Partner

M. No. : 505948

Place : New Delhi

Date : May 30, 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of Era Infra Engineering Limited as at 31st March, 2012 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.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

4. Further to our comments in the annexure referred to above, we report that:

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

ii) In our opinion, proper books of account as required by law have been kept by the company, so far as appears from our examination of those books ;

iii) The balance sheet, profit & loss account and cash flow statement dealt with by this report are in agreement with the books of account ;

iv) In our opinion, the balance sheet, profit & loss account and cash flow statement dealt with this report comply with the accounting standards referred to in sub-section (3C) section 211 of the Companies Act, 1956 ;

v) On the basis of the 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 is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956;

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

a) in the case of Balance Sheet, of the state of affairs of the company as at 31st March, 2012;

b) in the case of Profit & Loss Account, of the profit of the company for the year ended on that date, and

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF ERA INFRA ENGINEERING LIMITED

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

(b) The fixed assets are physically verified by the management according to a phased programme designed to cover all the items over a period of three years, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed.

(c) During the year, the company has not disposed off any substantial part of fixed assets.

(ii) (a) As explained to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable in relation to the size of the company.

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

(c) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of inventory, the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the books records were not material and have been properly dealt with in the books of accounts.

(iii) (a) According to the information and explanations given to us, the company has granted unsecured loans to three parties covered in the register maintained under section 301 of the Companies Act, 1956. The party wise cumulative maximum amount involved during the year was Rs. 302.55 Lacs and the year-end balance of loans granted to such parties was Rs. 18.35 Lacs.

(b) According to the information and explanations given to us , in our opinion, the rate of interest and other terms and conditions on which loans have been granted to companies covered in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(c) In our opinion and according to the information and explanations given to us, the company is receiving the principal amounts as stipulated and is receiving interest regularly.

(d) According to the information and explanations given to us, there are no overdue amount of loans granted to companies, listed in the register maintained under Section 301 of the Companies Act, 1956.

(e) According to the information and explanations given to us, the company has not taken any loan, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. In view of the above, clause 4(iii) (e) to (g) of the Order are not applicable in respect of the Company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to execution of contracts, sale of goods and services. However as informed to us there is a continuous procedure to strengthened the same. During the course of our audit, we have not observed any major weakness in internal controls nor have any such weaknesses been brought to our notice.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts, arrangements or transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 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 entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposit from public to which provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

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

(viii) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 in respect of any of activities of the company.

(ix) (a) 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 have been generally regularly deposited with the appropriate authorities.

(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, sales tax, wealth tax, service 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.

(c) According to the information and explanations given to us and the records of the Company examined by us, dues of sales tax, income tax, customs duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of disputes and the forum where the dispute is pending , are as under:

NAME OF THE DUES/ DISPUTED AMOUNT PERIOD TO WHICH FORUM WHERE DISPUTE NAME OF THE STATUTE (Rs. IN LACS) AMOUNT RELATES IS PENDING SALES TAX

West Bengal Vat Demand- 91.74 2004-05 & The Deputy Commiss -ioner,(Appeal) Appeal Filed 2007-08 TradeTax ,Kolkata

SERVICE TAX

Finance Act, 1994 73.11 2006-07 Delhi High Court

Finance Act, 1994 3,244.64 2006-07, Central Excise & Service Tax 2008-09 Appellate Tribunal, New Delhi & 2009-10

CUSTOM / EXCISE DUTY

Customs Act, 1962 77.99 2007-08 Commissioner Of Customs (Imports) New Custom House, Kolkota

Customs Act, 1962 5.76 2011-12 Assistant Excise and Taxation Commissioner, ICC, Shambhu Import, Punjab

LABOUR CESS

The Building And Other Construction 85.61 2000-2007 Hon'ble Supreme Court Workers (Regulation Of Employment And Condition Of Service) Act, 1996

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

(xi) In our opinion and according to information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution, bank or debenture-holder during the year.

(xii) 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.

(xiii) In our opinion, the provisions of any special statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund / Society are not applicable to the company.

(xiv) In our opinion and according to the information and explanations given to us , the company is not dealing in or trading in shares, securities, debentures and other investments, Accordingly, the provisions of clause 4(xiv) of the Order are not applicable in respect of the company.

(xv) The company has given guarantees for loans taken by others from banks and financial institutions. In our opinion and according to the information and explanations given to us, the terms and conditions of such guarantees to banks or financial institutions are not prejudicial to the interest of the company.

(xvi) According to the information and explanations given to us, the term loans were applied overall for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, in our opinion no funds raised on short-term basis have been used for long-term investment.

(xviii) According to the information and explanations given to us, 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.

(xix) According to the information and explanations given to us, the company has created securities for the non- convertible debentures.

(xx) According to the information and explanations given to us, the company had not raised any money by public issue during the year.

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

For G. C. SHARDA & CO.

Chartered Accountants FRN : 500041N

CA. Pankaj Jain

Partner

M. No. : 505948

Place : New Delhi Date : August 14, 2012


Mar 31, 2011

1. We have audited the attached Balance Sheet of Era Infra Engineering 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.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 (as amended) issued by Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the annexure referred to above, we report that:

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

ii) In our opinion, proper books of account as required by law have been kept by the company, so far as appears from our examination of those books ;

iii) The balance sheet, profit & loss account and cash flow statement dealt with by this report are in agreement with the books of account ;

iv) In our opinion, the balance sheet, profit & loss account and cash flow statement dealt with this report comply with the accounting standards referred to in sub-section (3C) section 211 of the Companies Act, 1956 ;

v) On the basis of the written representations received from the directors, as on 31st March, 2011 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 clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

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

a) in the case of Balance Sheet, of the state of affairs of the company as at 31st March, 2011;

b) in the case of Profit & Loss Account, of the profit of the company for the year ended on that date, and

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF ERA INFRA ENGINEERING LIMITED

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

(b) The fixed assets are physically verified by the management according to a phased programme designed to cover all the items over a period of three years, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed.

(c) During the year, the company has not disposed off any substantial part of fixed assets.

(ii) (a) As explained to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable in relation to the size of the company.

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

(c) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of inventory, the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the books records were not material and have been properly dealt with in the books of accounts.

(iii) (a) According to the information and explanations given to us, the company has granted unsecured loans to twelve parties covered in the register maintained under section 301 of the Companies Act, 1956. The party wise cumulative maximum amount involved during the year was Rs. 1,874.19 Lacs and the year-end balance of loans granted to such parties was Rs. 298.18 Lacs.

(b) According to the information and explanations given to us, in our opinion, the rate of interest and other terms and conditions on which loans have been granted to companies covered in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(c) In our opinion and according to the information and explanations given to us, the company is receiving the principal amounts as stipulated and is receiving interest regularly.

(d) According to the information and explanations given to us, there are no overdue amounts of loans granted to companies, listed in the register maintained under Section 301 of the Companies Act, 1956.

(e) According to the information and explanations given to us, the company has not taken any loan, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. In view of the above, clause 4(iii) (e) to (g) of the Order are not applicable in respect of the Company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to execution of contracts, sale of goods and services. However, as informed to us there is a continuous procedure to strengthen the same. During the course of our audit, we have not observed any major weakness in internal controls nor have any such weaknesses been brought to our notice.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts, arrangements or transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 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 entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposit from public to which provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

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

(viii) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 in respect of any of activities of the company.

(ix) (a) 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 have been regularly deposited with the appropriate authorities.

(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, sales tax, wealth tax, service 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.

(c) According to the information and explanations given to us and the records of the Company examined by us, dues of sales tax, income tax, customs duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of disputes and the forum where the dispute is pending , are as under:

NAME OF THE DUES/ DISPUTED AMOUNT PERIOD TO WHICH FORUM WHERE DISPUTE NAME OF THE STATUTE (Rs. IN LACS) AMOUNT RELATES IS PENDING

SALES TAX

Uttar Pradesh Trade Tax 2.31 2005-06 The Joint Commissioner, (Appeal) Trade Tax , Ghaziabad

West Bengal Vat Demand- 90.94 2004-05 The Deputy Commissioner, (Appeal) Appeal Filed Trade Tax ,Kolkata

Punjab Value Added Tax 1.85 2007-08 The Deputy Commissioner, (Appeal) Trade Tax , Patiala

SERVICE TAX

Finance Act, 1944 146.22 2006-07 Appellate Tribunal , New Delhi

Finance Act, 1944 3,745.25 2006-07, Commissioner, Of Service Tax, 2008-09 Division-I, New Delhi. & 2009-10

CUSTOM / EXCISE DUTY

Customs Act, 1962 221.04 2006-07 Commissioner Of Customs (Imports) & 2007-08 New Custom House, Kolkota

Central Excise Act 1.90 2006-07 Assistant Commissioner, Central Excise, & 2007-08 Karampura, New Delhi

LABOUR CESS

The Building And Other Construction 85.61 2000-2007 Hon'ble Supreme Court Workers (Regulation Of Employment And Condition Of Service) Act

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

(xi) In our opinion and according to information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution, bank or debenture-holder during the year.

(xii) 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.

(xiii) In our opinion, the provisions of any special statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund / Society are not applicable to the company.

(xiv) In our opinion and according to the information and explanations given to us , the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable in respect of the company.

(xv) The company has given guarantees for loans taken by others from banks and financial institutions. In our opinion and according to the information and explanations given to us, the terms and conditions of such guarantees to banks or financial institutions are not prejudicial to the interest of the company.

(xvi) According to the information and explanations given to us, the term loans were applied overall for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, in our opinion, no funds raised on short-term basis have been used for long-term investment.

(xviii) According to the information and explanations given to us, 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.

(xix) According to the information and explanations given to us, the company has created securities for the non- convertible debentures.

(xx) According to the information and explanations given to us, the company had not raised any money by public issue during the year.

(xxi) To the best of our knowledge and 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 year.

For G. C. SHARDA & CO.

Chartered Accountants

FRN : 500041N

CA. Vandna Gopal Sharda

Partner

M. No. : 091051

Place : New Delhi

Date : August 13, 2011


Mar 31, 2010

1. We have audited the attached Balance Sheet of Era Infra Engineering 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.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

4. Further to our comments in the annexure referred to above, we report that:

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

ii) In our opinion, proper books of account as required by law have been kept by the company, so far as appears from our examination of those books ;

iii) The balance sheet, profit & loss account and cash flow statement dealt with by this report are in agreement with the books of account ;

iv) In our opinion, the balance sheet, profit & loss account and cash flow statement dealt with this report comply with the accounting standards referred to in sub-section (3C) section 211 of the Companies Act, 1956 ;

v) On the basis of the written representations received from the directors, as on 31st March, 2010 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 clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

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

a) in the case of Balance Sheet, of the state of affairs of the company as at 31st March, 2010;

b) in the case of Profit & Loss Account, of the profit of the company for the year ended on that date, and

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

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

(b) The fixed assets are physically verified by the management according to a phased programme designed to cover all the items over a period of three years, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed.

(c) During the year, the company has not disposed off any substantial part of fixed assets.

(ii) (a) As explained to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable in relation to the size of the company.

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

(c) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of inventory, the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the books records were not material and have been properly dealt with in the books of accounts.

(iii) (a) According to the information and explanations given to us, the company has granted unsecured loans to nine companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 2,158.09 lacs and the year end balance of loans granted to such parties was Rs. 983.85 lacs.

(b) According to the information and explanations given to us , in our opinion, the rate of interest and other terms and conditions on which loans have been granted to companies covered in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(c) In our opinion and according to the information and explanations given to us, the company is receiving the principal amounts as stipulated and is receiving interest regularly.

(d) According to the information and explanations given to us, there is no overdue amount of loans granted to companies, listed in the register maintained under Section 301 of the Companies Act, 1956.

(e) According to the information and explanations given to us, the company has not taken any loan, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. In view of the above, clause 4(iii) (e) to (g) of the Order are not applicable in respect of the Company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to execution of contracts, sale of goods and services. During the course of our audit, we have not observed any major weakness in internal controls nor have any such weaknesses been brought to our notice.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts, arrangements or transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 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 entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, directives issued by the Reserve Bank o India in respect of deposit accepted and the provisions of sections 58A and 58AA or any other relevant provisions o the Companies Act, 1956 and the rules framed there under, to that extent applicable, have been complied with. We are informed by the management that no order has been passed by the Company Law Board or Reserve Bank of India or an Court or any other Tribunal.

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

(viii) According to the information and explanations given to us, the Central Government has not prescribed the maintenanc of cost records under section 209(1) (d) of the Companies Act, 1956 in respect of any of activities of the company.

(ix) (a) 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 have been generally regular deposited with the appropriate authorities.

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

(c) According to the information and explanations given to us and the records of the Company examined by us, due of sales tax, income tax, customs duty, wealth tax, service tax, excise duty and cess which have not bee deposited on account of disputes and the forum where the dispute is pending , are as under:

S. Name of the No. Statute Nature of Amount Period to which Forum where Dues (Rs.in Amount dispute is lacs) relates pending

1 Uttar Pradesh Entry Tax 2.31 2005-2006 The Joint Trade Tax Demand Commissioner, (Appeal) Trade Tax, Ghaziabad

2 West Bengal VAT 42.20 2004-2005 Dy. Commission Commercial er. Tax Demand Commercial Tax, Kolkata

3 Deptt of Trade & Taxes, Sales Tax 25.07 2005-2006 Appellate Tribunal, Govt. of NCT of Delhi Demand New Delhi

4 Punjab Excise & Taxation Sales Tax 1.85 2007-2008 Dy.Commission Demand er, (Appeal) Excise & Taxation Patiala

5 Custom Excise & Service Tax 2.69 2005-2006 Appellate Tribunal, Service Tax Demand New Delhi

6 Custom Excise & Service Tax 146.22 2006-2007 Appellate Tribunal, Service Tax Demand New Delhi

7 Central Excise New Delhi Custom Demand 1.90 2006-2007, Commissioner (Appeal)

2007-2008 Central Exci se, New Delhi

8 The Building And Other Workers Welfare 64.24 2000 To 2007 Honble Supreme Court Construc tion Workers Cess (Regulation of Employment And Condition Of Service) Act.

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

(xi) In our opinion and according to information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution, bank or debenture-holder during the year.

(xii) 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.

(xiii) In our opinion, the provisions of any special statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund / Society are not applicable to the company.

(xiv) In our opinion and according to the information and explanations given to us, the company is not dealing in or trading in shares, securities, debentures and other investments, Accordingly, the provisions of clause 4(xiv) of the Order are not applicable in respect the company.

(xv) The company has given guarantees for loans taken by others from banks and financial institutions. In our opinion and according to the information and explanations given to us ,the terms and conditions of such guarantees to banks or financial institutions are not prejudicial to the interest of the company.

(xvi) According to the information and explanations given to us, the term loans were applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, in our opinion no funds raised on short-term basis have been used for long-term investment.

(xviii) According to the information and explanations given to us, the company has made preferential allotment of equity shares by conversion of warrants to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. In our opinion, the price at which shares have been issued is not prejudicial to the interest of the company.

(xix) According to the information and explanations given to us, the company has created securities for the non convertible debentures, except in respect of 2000 Nos. of non convertible debentures of Rs.10 lacs each against which security creation is under process.

(xx) According to the information and explanations given to us, the company had not raised any money by public issue during the year.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For G.C. SHARDA & CO. Chartered Accountants

CA. Vandna Gopal Sharda Partner

M. No. : 091051 FRN :500041N

Place :New Delhi. Date :31st May, 2010

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