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Auditor Report of IVRCL Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of IVRCL LIMITED ("the Company"), which comprise the Balance sheet as at March 31, 2015, the Statement of profit and loss, the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information for the year then ended in which are incorporated the unaudited branch returns for the year ended on that date of the Company's branches at Dubai, Kingdom of Saudi Arabia and Kenya ("the branches").

Management's Responsibility for the Standalone Financial Statements

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

Auditors' Responsibility

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

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us , the aforesaid 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 and its losses and its cash flows for the year ended on that date.

Emphasis of Matters Attention is invited to

1. Note 40 to the Financial Statements regarding Trade Receivables and Other Current Assets aggregating to Rs. 11,948.93 million in respect of which the Company has initiated action for recovery from the customers and considered as good and fully recoverable for the reasons stated therein.

2. Note 41 to the Financial Statements wherein the Management of the Company has considered unbilled revenue amounting to Rs. 1,542.62 million, as good and fully recoverable for the reasons stated therein.

3. Note 43 to the Financial Statements in respect divestment in BOT projects relating to Salem Tollways Limited, Kumarpalyam Tollways Limited and IVRCL Chengapalli Tollways Limited and pending fulfillment of condition precedent to the proposed revised definitive agreement, the Management believe that, the investment is long term and no adjustments is necessary in carrying value of the investment.

4. Note 44 to the Financial Statements regarding the investment amounting to Rs. 657.53 million in its subsidiary Hindustan Dorr-Oliver Limited whose net worth has been eroded due to its accumulated losses and financial statements have been prepared on going concern basis for the reason is stated therein.

5. Note 45 of the financial statements in respect of advances to subsidiary companies aggregating to Rs. 1,394.28 million in relation to bank borrowings taken over by the Company.

6. Note 52 in respect of pending winding up petitions against the company and the matter is subjudice.

7. We did not audit the returns/accounts of 3 branches of the company at Dubai, Kingdom of Saudi Arabia and Kenya whose returns and accounts reflects company's loss of Rs. 102.59 million, assets of Rs. 849.81 million and liability of Rs. 850.85 million for the year ended March 31, 2015.

8. Note 38 to the Financial Statements regarding the managerial remuneration where the Company is awaiting Central government approval and/or in the process of making application to the Central Government.

9. Note 29(3) in respect of the indicative recompense of Rs. 1,646.60 million, payment of which is contingent on various factors including improved performance of the Company and many other conditions, the outcome of which is currently uncertain and hence the proportion of amount payable as recompense has been treated as contingent liability.

Our report is not qualified in respect of these matters.

Report on Other Legal and Regulatory Requirements

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

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 appears from our examination of those books and proper returns adequate for the purpose of our audit have been received from the branches not visited by us.

c. The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account and with the returns/accounts of the branches not visited by us.

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. The qualification relating to the maintenance of accounts and other matters connected therewith are as stated under the annexure referred to in paragraph 1 of Report on other Legal and Regulatory requirements

g. 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 29 to the financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts. The Company did not have any derivative contracts.

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

Annexure To The Independent Auditors' Report (Refer to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' Section of our report of even date)

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

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular program of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, discrepancies noticed on such verification were not material and have been properly dealt with in the books of account.

(ii) (a) According to the information and explanations given to us, the management has conducted physical verification of inventory at reasonable intervals during the year.

(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 nature of the business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories. The discrepancies noticed on verification between physical stocks and book records were not material and have been properly dealt with in the books of account.

(iii) According to the information and explanations given to us, the Company has granted unsecured Interest free loans to companies covered in the Register maintained under Section 189 of the Companies Act, 2013. In respect of such loans having regard to the explanation that the loans were on account of bank borrowing taken over / sponsored loans and rollover wherever applicable,

(a) The receipt of principal amounts, wherever stipulated, is regular;

(b) In view of the above, there is no overdue amount of more than ' one lakh remaining outstanding as at the year end.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, and that the invoices issued by the company involve technical estimates and measurements which may not at times be readily accepted by the customer, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of fixed assets and the sale of goods and services. The Internal Control System in respect to the accounting of purchases, and sales of inventory need to be further strengthened. During the course of our audit, we have not observed any major weakness in such internal control system.

(v) According to the information and explanations given to us, the company has not accepted any deposits within the meaning of Section 73 to 76 of the Act, and the rules framed thereunder to the extent notified. However, Company had accepted deposits in earlier year which has been fully repaid during the year.

(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Rules made by the Central Government under Section 148(1) of the Companies Act, 2013 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of these records with a view to determining whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and records of the Company examined by us, the Company has not been regular in depositing undisputed statutory dues in respect of provident fund, employees' state insurance, income-tax, wealth-tax, service-tax, cess, sales tax and other material statutory dues, as applicable with the appropriate authorities. There have been significant delays in a large number of cases in depositing these dues with the appropriate authorities. There were no undisputed statutory dues outstanding as at March 31, 2015 for a period of more than six months from the date they became payable except as given in Appendix-1 to this report.

(b) According to the information and explanations given to us and records of the Company examined by us, Particulars of dues outstanding in respect of value added tax/sales tax, entry tax which have not been deposited on account of dispute are given in Appendix-2 to this report.

(c) There were no amounts which were due to be transferred by the Company to the Investor Education and Protection Fund.

(viii) The accumulated losses of the company are more than fifty percent of its net worth. The company has incurred cash losses during the financial year covered by our Audit and in the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the Company has defaulted in the repayment of certain dues to financial institutions, banks and debenture holders. The details of such delay are set out in Appendix III to the Reports. Further, as stated in note 37 of the financial statements, the lenders banks, consequent to approval of CDR scheme from Corporate Debt Restructuring Cell (CDR Cell), have restructured the repayment of principal and interest thereon as mentioned in Appendix 3 and waived the default or penal interest charged by them up to the date of restructuring.

(x) In our opinion and according to the information and explanations 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 interests of the Company.

(xi) In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained.

(xii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the period.

For CHATURVEDI & PARTNERS

Chartered Accountants

Firm Registration No.307068E

R N CHATURVEDI

Hyderabad Partner

May 30, 2015 Membership No. 092087


Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

The Company''s 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 notified under the Companies Act, 1956 ("the Act") read with General Circular 15/2013 dated 13thSeptember, 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 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 control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the 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 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, 2014;

(b) in the case of the Statement of Profit and Loss, of the loss of the Company for the year ended on that date; and

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

Emphasis of Matter

Attention is invited to

1. Note 40 to the Financial Statements regarding Trade Receivables and Other Current Assets aggregating to Rs. 6,447.45 million in respect of which the Company has initiated action for recovery from the customers.

2. Note 41 to the Financial Statements wherein the Management of the Company has considered unbilled revenue amounting to Rs. 995.33 million, as good and fully recoverable.

3. Note 44 to the Financial Statements regarding the managerial remuneration where the Company is awaiting Central Government approval and/or in the process of making application to the Central Government.

4. Note 45 to the Financial Statements regarding the investment amounting to Rs. 657.53 million in its subsidiary Hindustan Dorr-Oliver Limited whose net worth has been eroded due to its accumulated losses and financial statements have been prepared on going concern basis for the reason is stated therein.

5. Note 51 in respect of pending winding up petitions against the company and the matter is subjudice.

Our opinion is not qualified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government in terms of Section 227(4A) 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 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 and proper returns adequate for the purpose of our audit have been received from the branches not visited by us.

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

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 read together with General Circular 15/2013 dated 13thSeptember, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013.

(e) On the basis of the written representations received from the directors as on March 31, 2014 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 Section 274(1)(g) of the Act.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT (Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

(i) Having regard to the nature of the Company''s business / activities during the year, clauses (xii), (xiii), (xiv), (xviii), (xix) and (xx) of paragraph 4 of the Order are not applicable to the Company.

(ii) In respect of its fixed assets:

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

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(iii) In respect of its inventories:

(a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.

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

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act 1956, according to the information and explanations given to us:

(a) The Company has granted loans aggregating Rs. 146.02 million to two parties during the year. At the year-end, the outstanding balances of such loans granted aggregated Rs. 1,422.84 million (two parties) and the maximum amount involved during the year was Rs. 1,422.84 million (two parties).

(b) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interest of the Company.

(c) In accordance with the terms of loan, the principal, along with interest thereon is receivable in five annual installments after a moratorium of five years from the date of disbursement, or earlier. No installments were due during the current year.

(d) The Company has not taken any loans, secured or unsecured from companies, firms or other parties listed in the Register maintained under section 301 of the Companies Act, 1956. Consequently, clauses (iii)(e), (f) and (g) of CARO are not applicable.

(v) In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, and that the invoices issued by the company involve technical estimates and measurements which may not at times be readily accepted by the customer, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of fixed assets and the sale of goods and services. The Internal Control System in respect to the accounting of purchases, and sales of inventory need to be further strengthened. During the course of our audit, we have not observed any major weakness in such internal control system.

(vi) In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

(a) The particulars of contracts or arrangements referred to inSection 301 that needed to be entered in the Register maintained under the said Section have been so entered.

(b) Where each of such transaction is in excess of Rs. 5 lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vii) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A, 58AA and other relevant provisions of the Companies Act, 1956 and the rules framed thereunder with regard to the deposit accepted from the public. No order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

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

(ix) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(x) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has not been regular in depositing undisputed statutory dues, in respect of Provident Fund, Employees'' State Insurance, Income-tax, Sales Tax and Service Tax with the appropriate authorities. Further, there have been serious delays in large number of cases. The Company has been regular in depositing undisputed dues relating to Wealth Tax, Customs Duty and Investor Education and Protection Fund.

(b) There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Service Tax, Custom Duty, Cess and other material statutory dues, except in respect of Sales Tax, Provident Fund, Service Tax and Professional Tax which are in arrears as at March 31,2014 for a period of more than six months from the date they became payable. The details of the such delays are set out in Appendix I to the Reports.

(c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess which have not been deposited as on March 31,2014 on account of disputes are set out in Appendix II to the Reports.

(xi) The Company''s accumulated losses are not more than fifty percent of the net worth at the end of the financial year. The Company has incurred cash losses during the financial year but not in the immediately preceding financial period.

(xii) In our opinion and according to the information and explanations given to us, the Company has defaulted in the repayment of certain dues to financial institutions, banks and debenture holders. The details of such delays are set out in Appendix III to the Reports.

(xiii) In our opinion and according to the information and explanations 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 interests of the Company.

(xiv) In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained, except for mixed utilization of certain project specific and other loans in projects of the company.

(xv) In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis aggregating to Rs.16,555.62 million have been used for long term purposes (i.e. Non-Current Assets).

(xvi) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For CHATURVEDI & PARTNERS Chartered Accountants (Firm Registration No. 307068E)

R N CHATURVEDI

Partner

(Membership No. 092087)

Hyderabad, May 30, 2014


Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

The Company''s 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 Section 211(3C) of the Companies Act, 1956 ("the Act") 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 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 control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the 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 qualified audit opinion.

Basis for Qualified Opinion

We refer to Note 26 of the financial statements wherein the Management of the Company has considered Trade Receivables amounting to Rs. 2,157.42 million as good and fully recoverable. In the absence of external balance confirmations from the customers from whom these amounts are due or other alternate audit evidence to corroborate management''s assessment of recoverability of these balances and having regard to the age of these balances, we are unable to comment the extent to which these balances are recoverable.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph,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, 2013;

(b) in the case of the Statement of Profit and Loss, of the loss of the Company for the nine month period ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the nine month period ended on that date.

Emphasis of Matter

Attention is invited to Note 43 to the Financial Statements regarding managerial remuneration for which the Central Government''s approval is awaited. Our opinion is not qualified in respect of this matter.

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 in terms of Section 227(4A) 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) Except for the matter described in the Basis for Qualified Opinion paragraph, 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.

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

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

(d) Except for the possible effects of the matter described in the Basis for Qualified Opinion, in our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211(3C) of the Act.

(e) On the basis of the written representations received from the directors as on March 31, 2013 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 Section 274(1)(g) of the Act.

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date) (i) Having regard to the nature of the Company''s business / activities during the period, clauses (xii), (xiii), (xiv), (xviii),

(xix) and (xx) of paragraph 4 of the Order are not applicable to the Company. (ii) In respect of its fixed assets:

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

(b) The fixed assets were physically verified during the period by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the period, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(iii) In respect of its inventories:

(a) As explained to us, the inventories were physically verified during the period by the Management at reasonable intervals.

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

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act 1956, according to the information and explanations given to us:

(a) The Company has granted loans aggregating Rs. 103.19 million to two parties during the period. At the period- end, the outstanding balances of such loans granted aggregated Rs. 1,120.99 million (two parties) and the maximum amount involved during the period was Rs. 1,120.99 million (two parties).

(b) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interest of the Company.

(c) In accordance with the terms of loan, the principal, along with interest thereon is receivable in five annual installments after a moratorium of five years from the date of disbursement, or earlier. No installments were due during the current period and interest amounts have been received as stipulated.

(d) The Company has not taken any loans, secured or unsecured from companies, firms or other parties listed in the Register maintained under section 301 of the Companies Act, 1956. Consequently, clauses (iii) (e), (f) and (g) of CARO are not applicable.

(v) In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, and that the invoices issued by the company involve technical estimates and measurements which may not at times be readily accepted by the customer, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

(vi) In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

(a) The particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

(b) Where each of such transaction is in excess of Rs. 5 lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vii) According to the information and explanations given to us, the Company has not accepted any deposit from the public during the period. In respect of unclaimed deposits, the Company has complied with the provisions of Sections 58A, 58AA and other relevant provisions of the Companies Act, 1956.

(viii) In our opinion, the internal audit functions carried out during the period by firms of Chartered Accountants appointed by the Management have been commensurate with the size of the Company and the nature of its business.

(ix) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(x) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has not been regular in depositing undisputed statutory dues, in respect of Provident Fund, Employees'' State Insurance, Income-tax, Sales Tax and Service Tax with the appropriate authorities. The Company has been regular in depositing undisputed dues relating to Wealth Tax, Customs Duty and Investor Education and Protection Fund.

(b) There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Service Tax, Custom Duty, Cess and other material statutory dues, except in respect of Sales Tax, which is in arrears as at March 31, 2013 for a period of more than six months from the date they became payable. The details of such delays are given below:

Name Nature Amount Period to which of Statute of dues (Rs. Million) the amount relates to

Sales Tax Works Contract Tax 17.03 August 2012 and VAT Laws

Name Due Date of Date Payment

Sales Tax September 2012 Not paid

(xi) The Company does not have any accumulated losses at the end of the financial period and has not incurred cash losses during the financial period and in the immediately preceding financial period.

* Interest amounts are outstanding as at March 31, 2013.

(xiii) In our opinion and according to the information and explanations 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 interests of the Company.

(xiv) In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the period for the purposes for which they were obtained, other than temporary deployment pending application.

(xv) In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis aggregating to Rs. 2,009.72 million have been used towards investments (including loans) in its subsidiaries.

(xvi) As more fully described in Note 42 to the financial statements, in terms of the proceedings before the Income Tax Settlement Commission pursuant to search and seizure operations carried out by the Income Tax Authorities in earlier years, the Company has filed a Settlement Application during the period under audit, submitting unex- plained expenditure aggregating to Rs. 1,387.74 million, which inter alia include amounts relating to misappropria- tion of materials and certain expenditure which could include possible diversion of funds by an employee for purposes other than business, resulting in consequential undisclosed income and taxes thereon (including interest) of Rs. 579.56 million. Other than the above, to the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the period.

For Chaturvedi & Partners For Deloitte Haskins & Sells

Chartered Accountants Chartered Accountants

(Firm Registration No. 307068E) (Firm Registration No. 008072S)

R. N. Chaturvedi Ganesh Balakrishnan

Partner Partner

(Membership No. 092087) (Membership No. 201193)

Hyderabad, May 30, 2013


Mar 31, 2011

1. We have audited the attached Balance Sheet of IVRCL Limited ("the Compaq") as at March 31, 2011, the Profit and Loss Account and the Cash Flow Statement of the Company for the year eroded on that date, both annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the 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 the disclosures in the financial statements. An audit also includes assessing the accounting principles used and the significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 (CARO) issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in para graphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 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, 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;

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

(iv) in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3(1) of the Companies Act, 1956;

(v) in our opinion and to the best of our information and according to the explanations given to us, the said accounts 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 the Balance Sheet, of the state of affairs of the Company as at March 31, 2011;

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

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

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

ANNEXURE TO THE AUDITORS' REPORT (Referred to in paragraph 3 of our report of even date)

(i) Having regard to the nature of the Compamy's busimess/aetivities daises (viii), (x), (xii), (xiii), (xiv), (xviii), (xix)and(xx)of CARO are mot applicable.

(ii) In respect of its fixed assets:

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

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(iii) In respect of its inventory:

(a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.

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

(iv) In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the Register under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

(a) The Company has granted loans aggregating Rs. 160.58 million to two parties during the year. At the yearend, the outstanding balances of such loans aggregated Rs. 1,035.36 million and the maximum amount involved during the year was Rs. 1,062.17 million.

(b) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interests of the Company.

(c) In accordance with the terms of loan, the principal, along with interest thereon is receivable in five annual instalments after a moratorium of five years from the date of disbursement, or earlier. Accordingly Rs. 55.73 million has been received during the year.

(d) The company has not taken any loan, secured or unsecured from companies, firms or other parties listed in the Register maintained under section 301 of the Companies Act, 1956. Consequently, clauses (iii) (e), (f) and (g) of CARO are not applicable.

(v) In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

(vi) In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

(a) The particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

(b) Where each of such transaction is in excess of Rs. 5 lakhs in respect of any party, the transactions (other than the loans reported under paragraph (iv) above) have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time except in respect of certain purchases for which comparable quotations are not available and in respect of which we are unable to comment.

(vii) According to the information and explanations given to us, the Company has not accepted any deposit from the public during the year. In respect of unclaimed deposits, the Company has complied with the provision of Sections 58A & 58AA or any other relevant provisions of the Companies Act, 1956 except for a delay in filing the annual return for the year ended March 31, 2010, required under Rule 1 o of the Companies (Acceptance of Deposits) Rules, 1975.

(viii) In our opinion, the imtermal audit function carried out durimg the year by firms of Chartered Accountants appointed by the Management have been commensurate with the size of the Company and the mature of its business.

(ix) According to the information and explanations given to us in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed dues, including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Incometax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Incometax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues in arrears as at March 31,2011 for a period of more than six months from the date they became payable.

(c) Details of dues of Incometax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited as on March 31, 2011 on account of disputes are given below:

Statute Nature of Forum where Period to which Amount Involved dues Dispute is pending the amount relates
Sales Tax and Sales Tax Appellate Authority 2004-2009 207.87 VAT Laws and VAT upto Commissioner's level

Appellate Authority 2003 2007 3.50 Tribunal level

Andhra Pradesh Entry Tax Appellate Authority 2001-2002 0.83 Tax on Entry of Tribunal level Motor Vehicles Act, 1996

Finance Act 1994 Service Tax Appellate Authority 2005-2011 2,366.23 upto Commissioner's level

Appellate Authority 2005-2009 512.34 Tribunal level

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

(xi) In our opinion and according to the information and explanations 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 interests of the Company.

(xii) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained, other than temporary deployment pending application.

(xiii) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that funds raised on shortterm basis have not been used during the year for long term investment.

(xiv) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

for Chaturvedi & Partners for Deloitte Haskins & Sells

Chartered Accountants Chartered Accountants

(Registration No. 307068E) (Registration No. 008072S)

R. N. Chaturvedi K. Rajasekhar

Partner Partner

(Membership No. 092087) (Membership No. 23341)

Hyderabad, May 28, 2011


Mar 31, 2010

1. We have audited the attached Balance Sheet of IVRCL Infrastructures & Projects Limited ("the Company") as at March 31, 2010, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto, in which are incorporated the unaudited Returns from Dubai Branch. 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 the 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 the disclosures in the financial statements. An audit also includes assessing the accounting principles used and the significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

4. Attention is invited to Note B-27 of Schedule 19 forming part of the financial statements. The Companys branch accounts have not been audited by virtue of an exemption provided under rule 3 of Companies (Branch Audit Exemption) Rules, 1961. Accordingly, the branch returns incorporated in the financial statements of the Company are as certified by the Management.

5. Attention is invited to Note B-9 of Schedule 19 forming part of the financial statements regarding the Companys claim for the benefit of Rs. 1,409.03 million and in respect of which no provision had been made in the previous year as the matter was under appeal. During the year, necessary provision has been made by transfer from the Special Reserve account, as the tax relief available to the Company was withdrawn with retrospective effect.

6. Further to our comments in the Annexure referred to in paragraph 3 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 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 Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account and the unaudited Branch Returns;

d. in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;

e. in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010;

(ii) in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date and

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

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

ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph 3 of our report of even date)

(i) Having regard to the nature of the Companys business/activities, clauses (viii), (x), (xii), (xiii), (xiv) and (xviii) of CARO are not applicable.

(ii) In respect of its fixed assets:

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

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(iii) In respect of its inventory:

(a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.

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

(iv) In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the Register under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

(a) The Company has granted loans aggregating Rs. 337.24 million to two parties during the year. At the year-end, the outstanding balances of such loans aggregated Rs. 828.19 million and the maximum amount involved during the year was Rs. 828.19 million.

(b) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interests of the Company.

(c) In accordance with the terms of the loan, the principal, along with interest thereon is receivable in five annual instalments after a moratorium of five years. Accordingly no receipt of principal or interest was due during the year.

(d) The company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956. Consequently, paragraphs (iii) (e), (f) and (g) of CARO are not applicable.

(v) In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is generally an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

(vi) In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

(a) The particulars of contracts or arrangements referred to Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

(b) Where each of such transaction is in excess of Rs.5 lakhs in respect of any party, the transactions (other than the loans reported under paragraph (iv) above) have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time except for certain purchases for which comparable quotations are not available and in respect of which we are unable to comment.

(vii) According to the information and explanations given to us, the Company has not accepted any deposit from the public during the year. In respect of unclaimed deposits, the Company has complied with the provision of Sections 58A & 58AA or any other relevant provisions of the Companies Act, 1956 except for a delay in filing the annual return for the year ending March 31, 2009, required under Rule 10 of the Companies (Acceptance of Deposits) Rules, 1975.

(viii) In our opinion, the internal audit functions carried out during the year by firms of Chartered Accountants appointed by the Management have been commensurate with the size of the Company and the nature of its business.

(ix) According to the information and explanations given to us in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed 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 and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues in arrears as at March 31, 2010 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited as on March 31, 2010 on account of disputes are given below:

Statute Nature of Forum where dues Dispute is pending

Andhra Pradesh Sales Sales Tax General Sales Tax Tax Appellate Act 1957 Tribunal

Andhra Pradesh Entry Sales Tax Tax on entry of Motor Tax Appellate Vehicles Act, 1996 Tribunal

Central Sales Tax Sales Tax The Applellate Act 1956 Deputy Commissioner Joint Commissioner of Commerical Tax, Appeals

Gujarat Sales Tax Sales Tax Deputy Commissioner Act of Commercial Tax Appeals

Kerala General Sales Sales Tax Sales Tax Appellate Tax Act Tirbunal Deputy Commissioner, Appeals

Statute Period to which Amount Involved the amount relates (Rs. Million)

Andhra Pradesh 2003- 2005 2.86 General Sales Tax Act 1957

Andhra Pradesh 2001-2002 0.83 Tax on entry of Motor Vehicles Act,1996

Central Sales Tax 2005-2008 9.34 Act 1956

2006-2007 25.23

Gujarat Sales Tax 2004-2005 3.82 Act

Kerala General Sales 1999-2001 2.42 Tax Act 2001-2002 0.34

Statute Nature of Forum where dues Dispute is pending

Value Added Value Added Deputy Commissioner Tax Laws Tax Appeals The Joint Commissioner, Appeals The Joint Excise & Taxation Commissioner, Appeals Sales Tax Appellate Tribunal

Finance Act 1994 Service Tax Central Excise and Service Tax Appellate

Commissioner Appeals

Joint Commissioner Appeals

Statute Period to which Amount Involved the amount relates (Rs. Million)

Value Added 2005-2006 1.22 Tax Laws 2005-2007 4.34

2004-2005 28.24

2006-2007 0.70

Finance Act 1994 2005-2009 412.39

2005-2010 1,230.23

2007-2008 5.65

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

(xi) In our opinion and according to the information and explanations 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 interests of the Company.

(xii) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained, other than temporary deployment pending application.

(xiii) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that funds raised on short-term basis have not been used during the year for long- term investment.

(xiv) According to the information and explanations given to us, during the period covered by our audit report, the Company had issued 1,200 non convertible debentures of Rs. 1,000,000 each and has created security in respect of 1,050 debentures.

(xv) The Management has disclosed in note B-22 of schedule 19 to the financial statements the end use of money raised by public issues in the previous years and we have verified the same.

(xvi) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.



For Chaturvedi & Partners For Deloitte Haskins & Sells

Chartered Accountants Chartered Accountants

(Registration No. 307068E) (Registration No. 008072S)

R. N. Chaturvedi K. Rajasekhar

Partner Partner

(Membership No. 092087) (Membership No. 23341)

Hyderabad, May 29, 2010

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