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Auditor Report of Genus Power Infrastructures Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Genus Power Infrastructures Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and Cash Row Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

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

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control 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 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 March 31,2015, its profit and its 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 1, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Row 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 March 31,2015 taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2015 from being appointed as a director in terms of section 164 (2) of the Act; and

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

I. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 31 (d), (e) and (f) to the financial statements;

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

III. There were no amounts which were 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 Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of 3 years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

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

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

(c) The Company is maintaining proper records of inventory. Discrepancies noted on physical verification of inventories were not material, and have been properly dealt with in the books of account.

(iii) (a) The Company has granted loans, the principal and interest thereof are re-payable on demand, to a company covered in the register maintained under section 189 of the Companies Act, 2013. We are informed that the Company has not demanded repayment of any such loan and interest during the year, and thus, there has been no default on the part of the parties to whom the money has been lent.

(b) There is no overdue amount of loans granted to a company listed in the register maintained under section 189 of the Companies Act, 2013.

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

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

(vi) To the best of our knowledge and as explained, the Central Government has not specified the maintenance of cost records under section 148 (1) of the Companies Act, 2013, for the products of the Company.

(vii) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, value added tax, cess and other material 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 records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, value added tax and cess on account of any dispute, are as follows:

Name of the Nature of dues Amount (Rs. In lacs) statute (Including Gross Amount paid Net interest and Amount under Amount penalty where protest applicable)

The Central Excise Excise duty 14.35 6.52 7.83 Act, 1944

Excise duty 53.25 49.68 3.57

Excise duty 166.66 88.50 78.16

Finance Act, 1994 Service tax 298.13 30.00 268.13

The Customs Act, Custom duty 378.73 63.21 315.52 1962

The Central Sales Sales tax 525.62 202.37 323.25 Tax Act, 1956

Sales tax 935.70 - 935.70

Sales tax 913.61 39.93 873.68

The Bihar Value Value added tax 431.95 130.95 301.00 Added Tax Act, 2005

The Madhya Value added tax 15.02 1.46 13.56 Pradesh Value Added Tax Act, 2002

The Jharkhand Value added tax 53.15 8.51 44.64 Value Added Tax Act, 2005

The Rajasthan Value added tax 40.26 0.83 39.43 Value Added Tax Act, 2003

The Rajasthan Tax Entry tax 9.25 9.25 - on Entry of Goods into Local Areas. Act, 1999

The Uttar Pradesh Value added tax 41.33 2.00 39.33 Value Added Tax Act, 2008

23.02 - 23.02

The West Value added tax 239.57 - 239.57 Bengal Value Added Tax Axt 2003 216.50 - 216.50

14.68 5.50 9.18

Income Tax Income tax 3,343.27 - 3,343.27 Act 1961

218.99 218.99 -

465.53 465.53 -

Name of the statute Period to which Forum where dispute amount relates is pending (Financial Year)

The Central Excess 2006-2012 Additional Commissioner of Central Excise

2004 - 2010 Customs, Excise and

Service Tax Appellate Tribunal

2009 - 2010 Commissioner of 2012-2015 Central Excise

Finance Act 1994 2006 - 2008 Customs, Excise and 2010 - 2013 Service Tax Appellate

Tribunal

The Custom Act 1962 2013 - 2014 Commissioner of customs (Appeals)

2008 - 2013 Joint Commissioner (Appeals)

2006 - 2008 Deputy Commissioner (Appeals)

2007 - 2009 Rajasthan Tax Board

The Bihar Value Added Tax Act 2005 2006 - 2010 Joint Commissioner 2005 (Appeals)

The Madhya Pradesh Value Added Tax Act 2002 2009 - 2011 Deputy Commissioner (Appeals)

The Jharkhand Value Added Tax Act 2005 2010 - 2011 Joint Commissioner

The Rajasthan Tax Value Added Tax 2003 2008 - 2009 Rajasthan Tax Board

The Rajasthan Tax on Entry of Goods into Local Areas Act 1999 2008 - 2009 Hon'ble High Court of Rajasthan

The Uttar Pradesh Value Added Tax Act 2008 2008 - 2009 Deputy

2012 - 2013 Commissioner

Appeals

2006 - 2008 Tax Tribunal

The West Bengal 2011 - 2012 Additional Commissioner

2009 - 2011 Joint Commissioner

2013 - 2014 Tax Tribunal

Income Tax Act 1999 - 2007 Hon,ble High Court of Rajasthan 1961

2007 - 2008 Income tax appellate tribunal

2008 - 2012 Commissioner of Income tax (Appeals)

(d) According to the information and explanations given to us, the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under has been transferred to such fund within time.

(viii) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year. (ix) Based on our audit procedures and as per the information and explanations given by the Management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

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

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

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



For S.R. BATLIBOI & ASSOCIATES LLP For D. KHANNA& ASSOCIATES

ICAI Firm registration number: 101049W Firm registration number: 012917N

Chartered Accountants Chartered Accountants



per Vikas Kumar Pansarl per Deepak Khanna

Partner Partner

Membership No.: 093649 Membership No.: 092140

Place of signature: Hyderabad Place of signature Jaipur

Date: May 27,2015 Date: May 27,2015


Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 by the Institute of Chartered Accountants of India Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditor''s Report) Order, 2003 ("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 and 5 of the Order.

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

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

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

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated September 13,2013 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 March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2014, from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

Referred to in Paragraph 1 under the heading of "report on other legal and regulatory requirements" of our report of even date

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

(b) The Company has phased programme of physical verification of its fixed assets at reasonable intervals, which, in our opinion, is reasonable having regard to the size of the Company and nature of Its assets During the year, the management has physically verified fixed assets and no material discrepancies were noticed on such physical verification.

(c) The Company has not disposed off a substantial part of the fixed assets during the year and therefore the going concern status of the Company Is not affected.

(ii) (a) We are Informed that the physical verification of Inventory has been conducted during the year by the management at reasonable intervals.

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

(c) The Company has maintained proper records of inventory As explained to us, no material discrepancies noticed on physical verification of inventory as compared to book records.

(iii) 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, the provisions of clause 4 (iii) (a) to (d) of the order are not applicable to the company and hence not commented upon.

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

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 for the year have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered into the register maintained under Section 301 of the Companies Act, 1956 in excess of Rs 5,00,000/- in respect of each party during the year have been made at prices which are reasonable having regard to prevailing market price at the relevant time.

(vi) The Company has not accepted deposits from public within the meaning of the provisions of section 58A and 58AA of the Companies Act, 1956 and rules made there under Therefore, the provisions of Clause

(vi) of paragraph 4 of the Order are not applicable to the Company.

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

(viii) We have been informed that the Central Government has prescribed maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956, for the products manufactured by the Company and company is maintaining the same.

(ix) (a) According to the information and explanations given to us and on the basis of records produced before us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it According to the information and explanations given to us, no undisputed arrears of statutory dues were outstanding as at March 31,2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of Income Tax, Excise Duty, Service Tax, CST, Vat and Custom Duty as at March 31,2014, which have not been deposited on account of matters pending before appropriate authorities, are as unden-

Name of the Nature of Amount Forum where disputes Statute disputed dues (Rs In lacs) are pending

Income Tax Disallowances 2714.90 ITAT, CIT (Appeals) & Act, 1961 of Expenses High Court

Excise and Disallowances 108.26 Commissioner, Commissioner Service Tax of Cenvat credit (Appeals,) CESTAT, Addl. taken on various Commissioner & Dy. Items Commissioner

CST and VAT Ex-parte and 2804.92 Hon''ble High Court, Tax Disallowances Board & Dy. Commissioner

(x) The Company has no accumulated losses and has not incurred any cash losses in the current financial year or in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institution and banks.

(xii) According to the information and explanations given to us, during the year the Company has not granted any loan on the basis of security by way of pledge of shares.

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

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments Accordingly clause 4(xiv) of the Companies (Auditor''s Report) Order 20031s not applicable All shares, securities, debentures and other investments have been held by the Company in its own name except the shares held by Genus Shareholders'' Trust, pursuant to the Scheme of Arrangement duly approved by the Hon''ble High Court.

(xv) According to the information and explanations given to us, the Company has given guarantee for loans taken by others from banks or financial institutions According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to thelnterest of the Company.

(xvi) The Company has not raised new term loan during the year To the best of our knowledge, belief and according to the Information and explanation given to us, the term loan was prlma facie, appliedDy the Company for the purpose for which the loans were raised.

(xvii) According to the cash flow statement and other records examined by us and the information and explanations given to us, on an overall basis, fund raised on short term basis have, prima facie, not been used during the year for long term investments ana vice versa, other than temporary deployment pending application.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956 However, the Company has issued and allotted 9,77,19,120 equity shares pursuant to the Scheme of Arrangement duly approved by the Hon''ble High Court and requisite compliance made.

(xix) According to information and explanation given to us, the Company has not Issued any debentures during the year.

(xx) The Company has not raised any money through a public issue during the year.

(xxi) On the basis of our examination and according to the information and explanation given to us, no fraud, on or by the Company, was noticed or reported during the course of our audit.

For D Khanna & Associates Chartered Accountants (Firm''s Registration Number: 012917N)

Sd/- Deepak Khanna Partner Jaipur, May 30, 2014 Membership No 092140


Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

Opinion

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("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 and 5 of the Order.

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

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

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

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

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

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

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

Referred to in Paragraph 1 under the heading of "report on other legal and regulatory requirements" of our report of even date

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

(b) The Company has phased programme of physical verification of its fixed assets at reasonable intervals, which, in our opinion, is reasonable having regard to the size of the Company and nature of its assets. During the year, the management has physically verified fixed assets and no material discrepancies were noticed on such physical verification.

(c) The Company has not disposed off a substantial part of the fixed assets during the year and therefore the going concern status of the Company is not affected.

(ii) (a) We are informed that the physical verification of inventory has been conducted during the year by the management at reasonable intervals.

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

(c) The Company has maintained proper records of inventory. As explained to us, no material discrepancies noticed on physical verification of inventory as compared to book records.

(iii) 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. (iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and also for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control.

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 for the year have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered into the register maintained under Section 301 of the Companies Act, 1956 in excess of Rs. 5,00,000/- in respect of each party during the year have been made at prices which are reasonable having regard to prevailing market price at the relevant time.

(vi) The Company has not accepted deposits from public within the meaning of the provisions of section 58A and 58AA of the Companies Act, 1956 and rules made there under and requisite compliance made.

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

(viii) We have been informed that the Central Government has prescribed maintenance of cost records under section 209(1) (d) of the Companies Act, 1956, for the products manufactured by the Company and company is maintaining the same.

(ix) (a) According to the information and explanations given to us and on the basis of records produced before us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed arrears of statutory dues were 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 explanations given to us and the records of the Company examined by us, the particulars of Income Tax, Excise Duty, Service Tax, CST, VAT and Custom Duty as at 31st March, 2013, which have not been deposited on account of matters pending before appropriate authorities, are as under:

Name of Nature of Amount Forum where disputes are pending the Statute disputed dues (Rs. In lacs)

Income Tax Disallowances of Expenses 2344.60 ITAT, CIT (Appeals) & High Court

Excise and Disallowances of Cenvat 116.93 Commissioner, Commissioner (Appeals), CESTAT, Service Tax credit taken Addl. Commissioner & Dy. Commissioner

CST and VAT Ex-parte and Disallowances 1709.83 Hon''ble High Court, Tax Board & Dy. Commissioner (Appeals)

(x) The Company has no accumulated losses and has not incurred any cash losses in the current financial year or in the immediately preceding financial year. (xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institution and banks.

(xii) According to the information and explanations given to us, during the year the Company has not granted any loan on the basis of security by way of pledge of shares.

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

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly clause 4(xiv) of the Companies (Auditor''s Report) Order 2003 is not applicable.

(xv) According to the information and explanations given to us, the Company has given guarantee of Rs.18500.00 lacs for loans taken by other from banks or financial institutions.

(xvi) The Company has not raised new term loan during the year. To the best of our knowledge, belief and according to the information and explanation given to us, the term loan was prima facie, applied by the Company for the purpose for which the loans were raised.

(xvii) According to the cash flow statement and other records examined by us and the information and explanations given to us, on an overall basis, fund raised on short term basis have, prima facie, not been used during the year for long term investments and vice versa, other than temporary deployment pending application.

(xviii) The Company has made not made any preferential allotment of shares during the Year.

(xix) According to information and explanation given to us, the Company has not issued any debentures during the year.

(xx) The Company has not raised any money through a public issue during the year.

(xxi) On the basis of our examination and according to the information and explanation given to us, no fraud, on or by the Company, was noticed or reported during the course of our audit.

For D. Khanna & Associates

Chartered Accountants

(Firm''s Registration Number: 012917N)

Sd/-

Deepak Khanna

Partner

Membership No. 092140

Jaipur, May 29, 2013


Mar 31, 2011

We have audited the attached Balance Sheet of Genus Power Infrastructures Limited as at 31st March, 2011 and the Profit and Loss Account for the year ended on that date annexed thereto and Cash Flow Statement for the year ended on that date. 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 misstatements. 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.

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

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 purposes of our audit;

ii) In our opinion, the Company has kept proper books of accounts as required by law 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 by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

v) On the basis of 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 (i) 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 with significant accounting policies and other notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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 for the year ended on that date and

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

ANNEXURE TO THE AUDITORS' REFFERED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

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

(b) The Company has phased programme of physical verification of its fixed assets at reasonable intervals, which, in our opinion, is reasonable having regard to the size of the Company and nature of its assets. During the year, the management has physically verified fixed assets and no material discrepancies were noticed on such physical verification.

(c) The Company has not disposed off a substantial part of the fixed assets during the year and therefore the going concern status of the Company is not affected.

(ii) (a) We are informed that the physical verification of inventory has been conducted during the year by the management at reasonable intervals.

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

(c) The Company has maintained proper records of inventory. As explained to us, no material discrepancies noticed on physical verification of inventory as compared to book records.

(iii) According to the information and explanations given to us, 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, paragraph 4 (iii)(b),(c) and (d) of the Order are not applicable.

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

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 for the year have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered into the register maintained under Section 301 of the Companies Act, 1956 in excess of Rs. 5,00,000/- in respect of each party during the year have been made at prices which are reasonable having regard to prevailing market price at the relevant time.

(vi) The Company has not accepted deposits from public within the meaning of the provisions of section 58A and 58AA of the Companies Act, 1956 and rules made there under and requisite compliance made.

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

(viii) We have been informed that the Central Government has prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956, for the products manufactured by the Company and the Company is maintaining the same.

(ix) (a) According to the information and explanations given to us and on the basis of records produced before us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed arrears of statutory dues were outstanding as at 31st March, 2011 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of Income Tax, Excise Duty, Service Tax, CST, VAT and Custom Duty as at 31st March, 2011, which have not been deposited on account of matters pending before appropriate authorities, are as under:

Name of the Nature of disputed Amount (Rs. Forum where Statue dues In lacks) disputes are pending

Income Tax Disallowances of 3192.46 ITAT, CIT Expenses (Appeals) & High Court

Excise and Disallowances of 344.00 Commissioner, Service Tax Cenvat credit taken Commissioner (Appeals), CESTAT, AddI. Commissioner & Dy. Commissioner

CST and VAT Ex-parteand 411.11 Hon'ble High Court, Disallowances Tax Board &Dy. Commissioner (Appeals)

(x) The Company has no accumulated losses and has not incurred any cash losses in the current financial year or in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institution and banks.

(xii) According to the information and explanations given to us, during the year the Company has not granted any loan on the basis of security by way of pledge of shares.

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

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly clause 4(xiv) of the Companies (Auditor's Report) Order 2003 is not applicable.

(xv) According to the information and explanations given to us, the Company has given guarantee of Rs.5200.00 lacs for loan taken by other from banks or financial institutions.

(xvi) The Company has not raised new term loan during the year. To the best of our knowledge, belief and according to the information and explanation given to us, the term loan outstanding at the beginning of the year were prima facie, applied by the Company for the purpose for which the loan were raised.

(xvii) According to the cash flow statement and other records examined by us and the information and explanations given to us, on an overall basis, fund raised on short term basis have, prima facie, not been used during the year for long term investments and vice versa, other than temporary deployment pending application.

(xviii) The Company has made preferential allotment of 40,00,000 equity shares of Re.1/- each upon conversion of warrants at a price, which is not prejudicial to the interest of the Company, to one party covered in the register maintained under Section 301 of the Companies Act, 1956, during the year.

(xix) According to information and explanation given to us, the Company has not issued any debentures during the year.

(xx) The Company has not raised any money through a public issue during the year.

(xxi) On the basis of our examination and according to the information and explanation given to us, no fraud, on or by the Company, was noticed or reported during the course of our audit.

For D. Khanna & Associates Firm Registration Number: 012917N Chartered Accountants

Deepak Khanna Partner Membership No. 092140

Jaipur, July 27, 2011


Mar 31, 2010

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

We conducted our audit in accordance with auditing standards generally accepted in lndia. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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 over all financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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 purposes of our audit;

ii) In our opinion, the Company has kept proper books of accounts as required by law 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 by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

v) On the basis of written representations received from the directors, as on 31 "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 (i) 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 with significant accounting policies and other notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of BaIance 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 for the year ended on that date and

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

Annexure to the Auditors Reports referred to in Paragraph 3 of our Report of even date

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

(b) The Company has phased programme of physical verification of its fixed assets at reasonable intervals, which, in our opinion, is reasonable having regard to the size of the Company and nature of its assets. During the year, the management has physically verified fixed assets and no material discrepancies were noticed on such physical verification.

(c) The Company has not disposed off a substantial part of the fixed assets during the year and therefore the going concern status of the company is not affected.

(ii) (a) We are informed that the physical verification of inventory has been conducted during the year by the management at reasonable intervals.

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

(c) The Company has maintained proper records of inventory. As explained to us, no material discrepancies noticed on physical verification of inventory as compared to book records.

(iii) In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintai ned undeletion 301 of the Companies Act, 1956:

(a) The Company has not granted loans to any party but taken from one party aggregating to Rs.1.40 lacs during the year.

(b) In our opinion and according to the information and explanations given to us, the rate of interest wherever applicable and other terms and conditions are not, prima facie, prejudicial to the interest of the Company.

(c) The said loan is repayable on demand and there is no repayment schedule.

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

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 for the year have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered into the register maintained under Section 301 of the Companies Act, 1956 in excess of Rs. 5,00,000/- in respect of each party during the year have been made at prices which are reasonable having regard to prevailing market price at the relevant time.

(vi) The Company has not accepted deposits from pubIic with in the meaning of the provisions of section 58A and 58AA of the Companies Act, 1956 and rules made there under and requisite compliance made.

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

(viii) We have been informed that the Central Government has prescribed maintenance of cost records under section 209(1)

(d) of the Companies Act, 1956, for the products manufactured by the Company and company is maintaining the same.

(ix) (a) According to the information and explanations given to us and on the basis of records produced before us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed arrears of statutory dues were outstanding as at 31 st March, 2010 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the company examined by us, the particulars of Income Tax, Excise Duty, Service Tax, CST, Vat and Custom Duty as at 31 st March, 2010, which have not been deposited on account of matters pending before appropriate authorities, are asunder:-

Name of the Statute Nature of disputed dues Amount Forum where (Rs. In lacs) disputes are pending

Income Tax Disallowances of Exp. 483.27 Honble High Court

Income Tax Disallowances of Exp. 750.00 Commissioner Income Tax-Ill

Excise & Service Tax Disallowances of Cenvat 354.16 Commissioner (Anti Evasion),

credit taken Commissioner (Appeals) & CESTAT

CST&VAT Ex-parte & Disallowances 1043.15 Honble High Court, Tax Board & Dy. Commissioner (Appeals)

(x) The Company has no accumulated losses and has not incurred any cash losses in the current financial year or in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institution and banks.

(xii) According to the information and explanations given to us, during the year the Company has not granted any loan on the basis of security by way of pledge of shares.

(xiii) In our opinion, the Company is not a chit fund, nidhi, mutual benefit fund or a Society. Therefore, clause 4(xiii) of the Companies (Auditors Report) Order2003 is not applicable to the Company.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly clause 4(xiv) of the Companies (Auditors Report) Order 2003 is not applicable.

(xv) According to the information and explanations given to us, the Company has given guarantee of Rs.5000.00 lacs for loan taken by other from banks or financial institutions.

(xvi) The Company has not raised new term loan during the year. To the best of our knowledge, belief and according to the information and explanation given to us, the term loan outstanding at the beginning of the year were prima facie, applied by the company for the purpose for which the loan were raised.

(xvii) According to the cash flow statement and other records examined by us and the information and explanations given to us, on an overall basis, fund raised on short term basis have, prima facie, not been used during the year for long term investments and vice versa, other than temporary deployment pending application.

(xviii) The Company has made preferential allotment of 1100000 warrants convertible into equity shares at a price, which is not prejudicial to the interest of the Company, to one party covered in the register maintained under Section 301 of the Companies Act, 1956 during the year.

(xix) According to information and explanation given to us, the Company has not issued any debentures during the year.

(xx) The Company has not raised any money through a public issue during the year.

(xxi) On the basis of our examination and according to the information and explanation given to us, no fraud, on or by the Company, was noticed or reported during the course of our audit.

For D. Khanna & Associates

Firm Registration Number: 012917N

Chartered Accountants

Deepak Khanna Partner

M. No. 092140 Jaipur, August 06, 2010

 
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