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Auditor Report of Greenearth Resources and Projects Ltd.

Mar 31, 2015

Report on the Financial Statements

We have audited the accompanying financial statements of M/s Greenearth Resource & Projects Limited (hereinafter referred to as "the Company") comprising of the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the financial statements").

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the preparation of these financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as "the Act") 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. The Board of Directors of the companies are responsible for 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; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the 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, which have been used for the purpose of preparation of the financial statements by the Directors of the Company, as aforesaid.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the 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 an adequate internal financial controls system over financial reporting in place and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Board of Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in sub-paragraph (a) of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our qualified 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;

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2015;

b) in the case of the Statement of Profit and Loss, of the loss 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.

Emphasis of Matters

We draw attention to the following matters in the Notes to the financial statements: -

a) Note: 28 in the financial statement which indicates that the Company has accumulated losses and its Net worth has been fully eroded, the Company has incurred Net Loss of Rs. 3538.07 Lacs during the current financial year (Previous Year Rs. 12823.08 Lacs) and net cash loss during the current year of Rs. 250 Lacs (Previous year Rs. 576 Lacs) also, the Company current liabilities exceeded its current assets as at the balance sheet date. These conditions, along with other matters set forth in Note: 28, indicate the existence of a material uncertainty that cast significant doubt about the Company''s ability to continue as a going concern. owever, the financial statements of the Company have been prepared on a going concern basis for the reasons stated in the

Note No.23.

Our opinion is not modified 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, based on the comments in the auditors'' reports of the Company,

we give in the Annexure 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, except information and explanations read with auditors'' report for the year ended 31.03.2010;

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) The going concern matter described in sub-paragraph (b) under the Emphasis of Matters paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

f) 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.

g) 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 we further report that :-

* As per AS-22 Accounting for Taxes on Income, and Note No.24 forming part of Balance Sheet and Profit & Loss Statement, company has not provided for deferred tax assets or liabilities that may arise on account of timing differences which are capable of reversal in one or more subsequent periods, using the tax rates and tax laws that are enacted or substantively enacted.

* The Accumulated losses of the Company is Rs.583.18 crores (Previous period: Loss Rs. 547.81 crores) and its net worth is negative Rs. 258.57 Crores (Previous period: Negative Rs. 223.27 crores) as at the end of the reporting period which indicates erosion of Net worth of the Company. The Company can be termed as "SICK" within the meaning of clause (O) of sub section (1) of section 3 of the Sick Industrial Companies (Special Provision) Act, 1985. With regard to above, the Company''s ability to continue as going concern is in doubt and will depend upon any revival programme by Government.

* Company has not made any Provision for Interest on Working Capital Facility and Term Loan availed from Various Banks, the amounts not having been ascertained, as the same is not charged by Banks. This is because of classification of its account by the concerned Banks and Financial Institution as Non-performing Assets (NPA).

* During the Period under review the company has received the notice of demand dated 29th March, 2015 under section 156 of the Income Tax Act, 1961 for the assessment year 2012-13 with the demand of Rs. 7,52,47,740/-. However the company has not made any provision towards the said liability as the management has decided to file appeal against the said order.

* Company has received Notice u/s. 13(2) and Section 13(4) of Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (No.3 of 2002) dated 17th October, 2011 from its banker, as the operation of and conduct of the financial assistance / credit facilities have become irregular and company''s debt with its bankers has been classified as Non-Performing Asset (NPA) as per the guidelines issued by RBI.

* During the period under review State Bank of India, Stressed Assets Management Branch, Mumbai vide their letter no. SBI/SAMB/SB/NIPL/0569 dated 04th June, 2014 have absolutely assigned all the rights, title and interest in financial assistance in favour of "Invent Assets Securitisation & Reconstruction Private Limited". Accordingly Invent Assets Securitisation & Reconstruction Private Limited has become the secured lender and all the rights, title and interests of State Bank of India have vested in Invent Assets Securitisation & Reconstruction Private Limited in respect of the financial assistances granted by State Bank of India.

* During the period under review the Securities and Exchange Board of India, Mumbai issued notices dated 26th March, 2014 under Rule 4 of SEBI (Procedure for Holding Inquiry and Imposing Penalties by Adjudication officer) Rules, 1995. However the management has submitted its reply and outcome of the same is still pending.

* During the period under review, an inquiry regarding SFIO are pending before the Court at Kolkata/CLB at Kolkata Bench as per Note 4(b) forming part of Balance Sheet and Profit & Loss Statement.

* Balances of Loans, Sundry Debtors, Loans and Advances and Current Liabilities, are subject to confirmation from the respective parties and reconciliations, if any.

ANNEXURE TO THE AUDITORS'' REPORT

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

1. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets subject to the annexure to the Auditors Report for the period ended on 31.03.2010.

(b) As explained to us, all fixed assets have not been physically verified by the management during the period but there is a regular programme of verification which, in our opinion, 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) As explained to us, inventories have been physically verified during the reporting period 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 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 on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records subject to the annexure to the Auditors Report for the previous financial period ended on 31.03.2010.

(iii) (a) The Company has granted loans to bodies corporate covered in the register maintained under section 189 of the Companies Act, 2013 (''the Act'') The balances as at the close of the reporting period is Rs. Nil (P.Y. 0.69 Crores).

(b) In the case of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act, the Company had granted interest free unsecured loans. The terms of arrangements do not stipulate any repayment schedule and the loans are repayable on demand. Accordingly, paragraph 3(iii)(b) of the Order is not applicable to the Company in respect of repayment of the principal amount.

(c) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company had taken interest free unsecured loans from companies, and other parties listed in the register maintained under Section 189 of the Companies Act, 2013, repayable on call basis. The balances as at the close of the reporting period is Rs. 7.13 Crores (P.Y. 5.75 Crores).

In our opinion, the other terms and conditions on which the loans have been taken is prima facie, not prejudicial to the interest of the company.

(d) There are no overdue amounts of more than rupees one lakh in respect of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act.

(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. The activities of the Company do not involve purchase of inventory and the sale of goods. We have not observed any major weakness in the internal control system during the course of the audit.

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

(vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Company.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable except Professional tax, Sales tax, and Income tax.

(b) According to information and explanations given to us, some dues of income tax, sales tax, and service tax have not been deposited by the Company on account of disputes.

(c) According to the information and explanations given to us the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under, the company have not made any provision or transfer of such fund.

(viii) The Accumulated losses of the Company is Rs. 583.18 Crores (Previous year: Loss Rs. 547.81crores) and its net worth is negative Rs.258.57 Crores(Previous period: Negative Rs. 223.27crores) at the end of the reporting period which indicates erosion of Net worth of the Company. The Company can be termed as"SICK" within the meaning of clause (O) of sub section (1) of section 3 of the Sick Industrial Companies (Special Provision) Act, 1985.

(ix) The Company is having outstanding dues to financial institutions or banks during the year as mentioned under the Emphasis of Matters & Report on other Legal and Regulatory Requirements paragraph above.

(x) In our opinion and according to the information and the explanations given to us, the Company has given guarantees for loan taken by others from a bank or financial institution. In our opinion and according to the information and explanation given to us, the terms & conditions of the guarantees given by the company for loans taken by others form banks and financial institutions, are not prima facie prejudicial to the interest of the company.

(xi) The Company is having term loans outstanding during the year as mentioned under the Emphasis of Matters & Report on other Legal and Regulatory Requirements paragraph above.

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

For Arup Das & Associates (Chartered Accountants)

Sd/- Arup Das (Proprietor) (Membership No. : 053564) FRN: 318034E

Place : Kolkata Date : 30.05.2015


Mar 31, 2014

We have audited the accompanying financial statements of M/s. Greenearth Resources & Projects 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 ended 31st March, 2014, and a summary of significant accounting policies and other explanatory information.

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

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.

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, subject to our report as required under section 227(3) of the Act and annexure to our report:

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/ loss 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.

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 enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. Further to our comments in the Annexure referred to above, and as required by section 227(3) of the Act, we report that:

3. 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.

a. 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

b. 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;

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

d. 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.

e. We further report that:

* As perAS-28 impairment of asset, company has not made an independent assessment of any indicators that may lead to impairment of assets,

* As per AS-22 Accounting for Taxes on Income, and Note 7 forming part of Balance Sheet and Profit & Loss Statement, company has not provided for deferred tax assets or liabilities that may arise on account of timing differences which are capable of reversal in one or more subsequent periods, using the tax rates and tax laws that are enacted or substantively enacted.

* The Accumulated losses of the Company is Rs.547.81 crores (Previous period: Loss Rs. 419.58 crores) and its net worth is negative Rs. 223.27 Crores (Previous period: Negative Rs. 95.12 crores) as at the end of the reporting period which indicates erosion of Net worth of the Company. The Company can be termed as "SICK" within the meaning of clause (O) of sub section (1) of section 3 of the Sick Industrial Companies (Special Provision) Act, 1985. With regard to above, the Company's ability to continue as going concern is in doubt and will depend upon any revival programme by AAIFR/Government.

* Company has not made any Provision for Interest on Working Capital Facility and Term Loan availed from Various Banks, the amounts not having been ascertained, as the same is not charged by Banks. This is because of classification of its account by the concerned Banks and Financial Institution as Non-performing Assets (NPA).

* Company has received the notice of demand dated 08th June, 2014 under section 156 of the income taxAct, 1961 for the assessment year 2004-05, 2006-07 and 2010-11 with the demand of Rs.160692/-, 553780/- and 2,90,01,655/- respectively. However the management has decided to file appeal against the said orders.

* Company has received Notice u/s. 13(2) and Section 13(4) of Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (No.3 of 2002) dated 17th October, 2011 from its banker, as the operation of and conduct of the financial assistance / credit facilities have become irregular and company's debt with its bankers has been classified as Non-Performing Asset (NPA) as per the guidelines issued by RBI.

* During the period under review State Bank of India, Stressed Assets Management Branch, Mumbai vide their letter no. SBI/SAMB/SB/NIPL/0569 dated 04th June, 2014 have absolutely assigned all the rights, title and interest in financial assistance in favour of "Invent Assets Securitisation & Reconstruction Private Limited". Accordingly Invent Assets Securitisation & Reconstruction Private Limited has become the secured lender and all the rights, title and interests of State Bank of India have vested in Invent Assets Securitisation & Reconstruction Private Limited in respect of the financial assistances granted by State Bank of India.

* During the period under review the Securities and Exchange Board of India, Mumbai issued notices dated 26th March, 2014 under Rule 4 of SEBI (Procedure for Holding Inquiry and Imposing Penalties by Adjudication officer) Rules, 1995. However the management has submitted its reply and outcome of the same is still pending.

* During the period under review, an inquiry before the office of SFIO is pending, as per Note 21(b) forming part of Balance Sheet and Profit & Loss Statement.

* Balances of Loans, Sundry Debtors, Loans and Advances and Current Liabilities, are subject to confirmation from the respective parties and reconciliations, if any.

ANNEXURE TO THE AUDITORS' REPORT

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Greenearth Resources and Projects Limited on the accounts of the company for the year ended on 31st March, 2014.

On the basis of such checks as we considered appropriate and on the basis of examination of records and according to the information and explanation given to us during the course of our audit, we report that:

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

(b) As explained to us, all fixed assets have not been physically verified by the management during the period but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

2. (a) As explained to us, inventories have been physically verified during the reporting period 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 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 on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company had granted interest free unsecured loans, to companies and other parties listed in the register maintained under Section 301 of the Companies Act, 1956, repayable on call basis.

In our opinion, other terms and conditions on which the loans have been granted is prima facie, not prejudicial to the interest of the company. The said parties are regular in repayment of the loan and company is taking reasonable steps to recover the same.

(b) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company had taken interest free unsecured loans from companies, and other parties listed in the register maintained under Section 301 of the Companies Act, 1956, repayable on call basis. The balance as at the close of the reporting period is Rs. 12.25 crores.

In our opinion, the other terms and conditions on which the loans have been taken is prima facie, not prejudicial to the interest of the company. The Company, in our opinion, is taking reasonable steps for repayment of the aforesaid loans.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act have been made at reasonable prices having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company has internal audit system commensurate with its size and the nature of its business.

8. The Company is not required to maintain cost records under section 209(1) (d) of the Companies Act, 1956

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2014 for a period of more than six months from the date they became payable except income tax and sales tax.

10. The Company has accumulated loss of Rs. 547.81 crores (Previous period loss Rs. 419.58 crores) and has incurred cash loss of Rs. 5.76 Crores during the reporting period covered by our audit and cash loss of Rs. 5.67 crores in the immediately preceding reporting period. The Company may be classified as sick Company within the meaning of section 3(1) (o) of SICA, as its case is being pursued with AAIFR, New Delhi.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has defaulted in repayment of dues to a financial institutions and banks and banks has classified company's account as Non-Performing Asset (NPA). Further State Bank of India, Stressed Assets Management Branch, Mumbai vide their letter no. SBI/SaMb/SB/NIPL/0569 dated 04th June, 2014 have absolutely assigned all the rights, title and interest in financial assistance in favour of "Invent Assets Securitisation & Reconstruction Private Limited". Accordingly Invent Assets Securitisation & Reconstruction Private Limited has become the secured lender and all the rights, title and interests of State Bank of India have vested in Invent Assets Securitisation & Reconstruction Private Limited in respect of the financial assistances granted by State Bank of India.

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

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor's Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, the Company is not dealing or trading in Shares, Securities, Debentures, Mutual funds & other Investments. Therefore, the requirements of clause 4(xiv) of the order relating to the maintenance of the proper records of the transactions are not applicable.

15. According to the information and explanations given to us, the Company has given guarantees for loan taken by others from a bank or financial institution. In our opinion and according to the information and explanation given to us, the terms & conditions of the guarantees given by the company for loans taken by others from banks and financial institutions, are not prima facie prejudicial to the interest of the company.

16. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the reporting period.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares to the parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 during the reporting period.

19. The Company has not issued any secured debentures during the period, hence the question of creation of security or charge in respect of debenture issued does not apply.

20. The Company has not raised any money by public issue during the reporting period.

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported by the company during the period under review, nor have we been informed of such case by the management.

For Arup Das & Associates (Chartered Accountants) Firm Regn. No.:318034E

Sd/- Arup Das (Proprietor) Membership No: 053564 Place : Kolkata Date : 24.06.2014


Mar 31, 2010

1. We have audited the attached Balance Sheet of M/s Greenearth Resources and Projects Limited as at 31st March, 2010 and also the Profit and 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 from any 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 issued by the Central Government 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:

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of the audit, except as otherwise stated;

(b) As per information and explanation with documentary evidence provided by the company, the books of accounts from 01st April 2009 to 14 February 2010 as required by law was destroyed on 21st February 2010 during shifting of statutory records from corporate office Mumbai to Registered office Kolkata. Company has presented before us books of accounts for the above said period, which were regenerated from the various sources of data. However books of accounts from 15th February to 31st March, 2010 were produced before us for the purpose of audit.

(c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account of the Company;

(d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash F|ow Statement dealt with by this report comply with accounting standards referred to in sub-section (3C) of Section 211 of the, Companies Act, 1956 to the extent applicable except :

The accounting for changes in foreign exchange rates, as required in accordance with accounting standard 11 "The effect of change in foreign exchange rates"

Provision for diminution in the value of Long Term investment, which is required in. accordance with accounting standard 13 on "Accounting for Investment"

Provision for Actual liabilities of employees cost, which is not in accordance with accounting standard 15 "Employee Benefit"

Deferred Tax assets/liabilities accounted for to the extent of timing difference arising on depreciation. No other timing differences are considered as applicable in accounting standard 22 "Accounting for Taxes on Income"

Provision of impairment losses which is required in accordance with accounting standard 28 "Impairment of Assets"

(e) On the basis of representations made by the Directors of the Company 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;

(f) We further report that :-

Unsecured Loans, Sundry creditors, Sundry Debtors, Loans and Advances and Deposits are subject to confirmation, reconciliation and adjustment if any.

We are Unable to comment on Debtors outstanding more than six months which is not stated in financial report.

We are Unable to comment on Loans and Advances given to subsidiaries and other.

We are Unable to comment on advance against capital goods

(g) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with Significant Accounting Policies and Notes on Accounts forming part thereof, give the information required by the Companies Act, 1956, in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India;

I. In the case of Balance Sheet, of the state of affairs of the Company as at 31 st March 2010

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

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

ANNEXURE TO THE AUDITORS REPORT Annexure referred to in paragraph 3 our report of even date

On the basis of such checks as we considered appropriate and on the basis of examination of records and in terms of the information and explanations given to us, we state that:

(a) As there is no documentary evidence, we are not able to comment whether the company has maintained

fixed assets register or not showing full particulars, including quantitative details and situation of fixed assets. However, till previous year 2008-09 company has maintained fixed assets register showing full particulars, including quantitative details and situation of fixed assets.

(b) As there is no documentary evidence available we are not able to comment whether fixed assets have been physically verified by the management or not.

(c) The Company has not disposed off substantial part of fixed assets so as to affect its going concern status.

II (a) As explained to us the inventories have been physically verified by the management at reasonable intervals during the year.

In our opinion, the frequency of verification is reasonable.

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

(c) As there is no documentary evidence is available we are not able to comment that whether the company has maintained proper records of its inventories and we are not able to comment about any material discrepancies on physical verification.

III (a) As there is no documentary evidence is available we are not able to comment that whether company

has granted any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under section 301 of the companies Act 1956,

(b) We are not able to comment on the rate of interest and other terms and conditions, whether prima facie prejudicial to the interest of the company.

(c) We are not able to comment relating to regularity of receipt of the Principal amount and interest.

(d) We are unable to comment regarding loan taken from parties, covered in the register maintained under . Section 301 of the Act.

(e) We are nor able to comment on other terms and conditions on which the loans have been taken is prima facie, not prejudicial to the interest of the company.

(f) In view of our comments in Para III (d) and (e) above, clause III (g) of the said order is not applicable to the company.

IV. In our opinion, there are generally adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to the purchase of consumables, stores, spares and fixed assets. We have not come across any instance of major weakness in the said internal controls.

V. (a) As there is no documentary evidence, we are unable to form an opinion that the transactions in which

directors were interested and which were required to be entered in the register maintained under section 301 of the Companies Act, 1956, have been so entered.

(b) Based on the information and explanation given to us, in our opinion, these transactions have been made at reasonable prices having regard to the prevailing market prices at the relevant time.

VI. The Company has not accepted any deposits from public; hence clause (vi) of the Order does not apply.

VII. The Company has an internal audit system, which in our opinion is commensurate with the size and nature of its business.

VIII. The Company is not required to maintain cost records under section 209(1) (d) of the Companies Act, 1956.

IX. 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. There are no such material outstanding statutory dues accrued in accounts as of the last date of the financial year concerned for a period of more than six months from the date they became payable except Income Tax payable for the financial year 2008-09.

X. The Company has not incurred cash loss during the year nor does it have accumulated losses, hence clause (x) of the Order does not apply.

XI. As no documentary evidence is available we are not able to comment that whether the Company has defaulted in repayment of its dues to any Financial Institution or bank.

XII. The Company has not granted any loans or advances on the pledge of any securities; hence clause (xii) of the order does not apply.

XIII. In our opinion and according to the information and explanation given to us, the company is not a Chit fund or nidhi/mutual benefit fund/ society. Therefore, the provisions of clause (xiii) of paragraph 4 of the companies (Auditors Report) order, 2003 are not applicable to the Company.

XIV. As no documentary evidence is available we are not able to comment that whether the company is not dealing or trading in shares, securities, debentures and other investments, the requirements of clause 4(xiv) of the order relating to the maintenance of the proper records of the transactions are not applicable.

XV. As no documentary evidence is available we are not able to comment that whether ihe guarantees given by the company for loans taken by others from banks and financial institutions, are not prima facie prejudicial to the interest of the company.

XVI. As no documentary evidence is available we are not able to comment that whether term loans obtained during the year have been prima facie applied for the purpose for which they were taken.

XVII. As no documentary evidence is available we are not able to comment that whether the information and explanation given to us and an overall examination of the Balance Sheet of the company, funds raised on short-term basis, have not been used for long-term investments.

XVIII. During the year under review, the Company did not make any preferential allotment of shares to the parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

XIX. The Company has not issued any secured debentures during the year, hence the question of creation of security or charge in respect of debenture issued does not apply.

XX. The Company has not raised any money by public issues during the year under review.

XXI. During the course of our examination of the books and records of the company, carried out /in accordance with the generally accepted practice in India, and according to the explanation and information given to us, we have neither come across any instance of fraud on or by the company.



For T.N. Datta & Associates (Chartered Accountants)

Sd/- T.N. Datta Proprietor Membership No. 056676

Place: Kolkata Date : September 05, 2010


Mar 31, 2009

1) We have audited the attached Balance Sheet of M/s Austral Coke and Projects Ltd as at 31st March, 2009 and also the Profit and 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 from any 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 issued by the Central Government 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:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of the 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, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account of the Company;

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with accounting standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of representations made by the Directors of the Company and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2009 from being appointed as a Director in terms of Clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with Significant Accounting Policies and Notes on Accounts forming part thereof, give the information required by the Companies Act, 1956, in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India;

I. In the case of Balance Sheet, of the state of affairs of the Company as at 31st March 2009

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

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

ANNEXURE TO THE AUDITORS REPORT

Annexure referred to in paragraph 3 our report of even date

On the basis of such checks as we considered appropriate and on the basis of examination of records and in terms of the information and explanations given to us, we state that:

I. (a) The company is maintaining proper records to show full particulars, including quantitative details and situation of fixed assets.

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The Company has not disposed off substantial part of fixed assets so as to affect its going concern status.

II. (a) The Inventories have been physically verified by the management at reasonable intervals during the period. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management were 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 explanation given to us, the company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

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, there are generally adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to the purchase of coal, consumables, stores, spares and fixed assets. We have not come across any instance of major weakness in the said internal controls.

V. (a) On the basis of audit procedures performed by us, we are of the opinion that the transactions in which directors wereinterested and which were required to be entered in the register maintained under Section 301 of the Companies Act, 1956, have been so entered. (b) Based on the information and explanation given to us, in our opinion, these transactions have been made at reasonable prices having regard to the prevailing market prices at the relevant time.

VI. The Company has not accepted any deposits from public; hence clause (vi) of the Order does not apply.

VII. In our opinion, the internal audit system is commensurate with the size of the Company and the nature of its business.

VIII. The Company is not required to maintain cost records under Section 209(1) (d) of the Companies Act, 1956.

IX. The Company is regular in depositing undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Wealth Tax, Customs Duty and other material statutory dues with appropriate authorities. As per information and explanations given to us, no such undisputed statutory dues were in arrears as on 31st March 2009 for a period of more than six months from the date they became payable.

X. The Company has not incurred cash loss during the year nor does it have accumulated losses, hence clause (x) of the Order does not apply.

XI. The Company has not defaulted in repayment of its dues to any Financial Institution or bank.

XII. The Company has not granted any loans or advances on the pledge of any securities; hence clause (xii) of the order does not apply.

XIII. In our opinion and according to the information and explanation given to us, the company is not a Chit fund or nidhi /mutual benefit fund/ society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Companies (Auditors Report) order, 2003 are 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, the requirements of clause 4(xiv) of the order relating to the maintenance of the proper records of the transactions are not applicable.

XV. In our opinion and according to the information and explanation given to us, the terms and conditions of the guarantees given by the company for loans taken by others from banks and financial institutions, are not prima facie prejudicial to the interest of the company.

XVI. In our opinion and according to the information and explanation given to us, the term loans obtained during the year have been prima facie applied for the purpose for which they were taken.

XVII. According to the information and explanation given to us and an overall examination of the Balance Sheet of the company, funds raised on short-term basis, have not been used for long-term investments.

XVIII. During the year under review, the Company did not make any preferential allotment of shares to the parties and Companies covered in the register maintained under Section 301 of the Companies Act, 1956.

XIX. The Company has not issued any secured debentures during the year, hence the question of creation of security or charge in respect of debenture issued does not apply.

XX. During the year under review, the Companies raise the money by way of public issue of Equity shares as disclosed in the notes to the financial statements. (Refer Note No.7 of schedule 17)

XXI. According to the information and explanations given to us and to the best of our knowledge and belief, no fraud on or by the Company has been noticed or reported by the Company during the year.



For T.N. Datta and Associates (Chartered Accountants) T.N Datta Proprietor Membership No. 056676 Place: Kolkata Date : 30.06.2009

 
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