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Auditor Report of J Kumar Infraprojects Ltd.

Mar 31, 2016

To the Members of

J. Kumar Infraprojects Limited

Report on Financial Statements

1. We have audited the accompanying financial statements of J. Kumar Infraprojects Limited (“the Company”), which comprise the Balance Sheet as at March 31st, 2016, and 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.

Management''s Responsibility for the Financial Statements

2. The Management and Board of Directors of the Company are responsible for the matter stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provision 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 judgement and estimates that are reasonable and prudent; 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under and the order under Section 143 (11) of the Act. 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 misstatements.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation and presentation of the financial statements that give a true and fair view, 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 company''s management and Board of Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the company as at 31st March 2016, its profit and its Cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements.

7. 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” a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

b. In our opinion, proper books of 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 the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. In our opinion, the aforesaid Financial Statements comply with the applicable Accounting Standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules 2014;

e. On the basis of written representations received from the directors as at March 31, 2016, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of section 164(2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure “B”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

g. In our opinion and to the best of our information and according to the explanations gives to us, we report as under with respect to other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

i. The company does not have any pending litigation which would impact its financial position.

ii. The Company does not have any long term contract including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.

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

ANNEXURE “A” TO INDEPENDENT AUDITORS’ REPORT

The Annexure referred to in paragraph 7 our report of the even date to the members of J. Kumar Infraprojects Limited on the accounts of the company for the year ended 31st March 2016 on the basis of such checks as we considered appropriate 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, fixed assets have been physically verified by the management at regular Intervals, as informed to us no material discrepancies were noticed on such verification.

(c) As explained to us, title deeds of all the immovable properties are in the name of the company.

2 (a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals. The frequency of the verification is reasonable and no material discrepancies were noticed on such verification.

3. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013.

4. According to the information and explanations given to us and on the basis of our examination of the books of account, the company has not granted Loans, Investments, guarantees and security as per section 185 and 186 of Companies Act, 2013.

5. The Company has not accepted any deposits from the public covered under section 73 to 76 of the Companies Act, 2013.

6. We have reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under Section 148 (1) of the Companies Act, 2013, and are of the opinion that the prescribed cost records have been maintained. We have, however have not made a detailed examination of the records with a view to determine whether they are accurate or complete however, Cost Audit has been prescribed for the company and cost audit has been conducted by the Cost Auditor.

7. (a) According to the information and explanation given to us and based on the records of the company examined by us, the Company is regular

in depositing with appropriate authorities undisputed statutory dues including Employee Provident Fund, Employee State Insurance Scheme, Income tax, VAT, Service Tax, Excise duty, Custom duty, Cess and other statutory dues, as applicable.

(b) According to the information and explanation given to us and based on the records of the company examined by us, there are no dues of Employee Provident Fund, Employee State Insurance Scheme, Income tax, VAT, Service Tax, Excise duty, Custom duty, etc. which have not been deposited on account of any disputes.

As informed to us the Company is having disputed statutory liability as under:

Nature of Dues

Assessment Year

Amount (Rs. in lakh)

Forum where dispute is pending

Income Tax

2007 - 08 to 2012 - 13

1,833.00

CIT (Appeal) Order have been received on 29/03/2016 and orders are partly in favour of the company. The Order Giving Effect to CIT (A) orders is pending with Assessing Officer.

8. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of loans or borrowings to any financial institutions or banks as at balance sheet date.

9. According to the records of the company examined by us and the information and explanation given to us, the company has not raised money by way of initial public offer or further public offer (including debt instruments) and the money raised by term loan of Rs. 197.47 Lakh are applied for the purposes for which they are raised.

10. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the company, noticed or reported during the year, nor have we been informed of any such case by the management.

11. According to the records of the company examined by us, managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V of the companies Act.

12. The company is not a Nidhi company hence this clause is not applicable

13. According to the records of the company examined by us and the information and explanation given to us, all transactions with the related parties are in compliance with section 177 and 188 of companies Act,2013 and the details have been disclosed in the financial statement as required by applicable accounting standards

14. According to the records of the company examined by us and according to the information and explanation provided to us, the company has made private allotment of shares during the year. The requirement of Section 42 is complied with and the net proceeds of the issue have been partially utilized towards Working Capital and balance unutilized amount of Rs.17,500.00 Lakh invested in Mutual Funds.

15. According to the records of the company examined by us and the information and explanation given to us, the company has not entered into any non-cash transactions with directors or persons connected with him.

16. According to the records of the company examined by us and the information and explanation given to us the company is not required to be registered under section 45 IA of the Reserve Bank of India Act.1934.

ANNEXURE “B” TO THE INDEPENDENT AUDITORS'' REPORT

(Referred to in paragraph 8(f) under ''Report on Other Legal and Regulatory Requirements'' of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of J. KUMAR INFRAPROJECTS LIMITED (“the Company”) as of March

31, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Gupta Saharia and Co.

Chartered Accountants

Firm Reg. No. 103446W

Pawan Gupta

Place: Mumbai Partner

Date: 24th May, 2016 Membership No. : 071471


Mar 31, 2015

1. We have audited the accompanying financial statements of J. Kumar Infraprojects Limited ("the Company"), which comprise the Balance Sheet as at March 31st, 2015, and 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.

Management''s Responsibility for the Financial Statements

2. The Management and Board of Directors of the Company are responsible for the matter stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provision 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 judgement and estimates that are reasonable and prudent; 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) ofthe 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 misstatements.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation and presentation 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 systems over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness ofthe accounting estimates made by company''s management and Board of Directors, as well as evaluating the overall presentation ofthe financial statements.

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

Opinion

6. 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 ofthe state of affairs ofthe company as at 31st March 2015, its profit and its Cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements.

7. 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 ofthe Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 ofthe Order.

8. As required by section 143(3) ofthe Act, we report that:

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

b. In our opinion, proper books of 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 the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. In our opinion, the aforesaid Financial Statements comply with the applicable Accounting Standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules 2014;

e. On the basis of written representations received from the directors as at 31st March , 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March , 2015, from being appointed as a director in terms of section 164(2) of the Act.

f. In our opinion and to the best of our information and according to the explanations gives to us, we report as under with respect to other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

i. The company does not have any pending litigation which would impact its financial position.

ii. The Company did not have any long term contract including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.

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

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

The Annexure referred to in paragraph 7 our report of the even date to the members of J. Kumar Infraprojects Limited on the accounts of the company for the year ended 31st March 2015 on the basis of such checks as we considered appropriate 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, fixed assets have been physically verified by the management at regular Intervals;, as informed to us no material discrepancies were noticed on such verification.

2 (a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals. The frequency of the 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 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 has maintained proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for purchase of inventory and fixed assets and for sale of goods and services. Further, on the basis of our examination of the books and records of the Company and according to the information and explanation given to us, no major weakness has been noticed or reported.

5. The Company has not accepted any deposits from the public covered under section 73 to 76 of the Companies Act, 2013.

6. We have reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under Section 148 (1) of the Companies Act, 2013, and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however have not made a detailed examination of the records with a view to determine whether they are accurate or complete however, Cost Audit has been prescribed for the company and cost audit has been conducted by the Cost Auditor.

7. (a) According to the information and explanation given to us and based on the records of the company examined by us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Employee Provident Fund, Employee State Insurance Scheme, Income tax, VAT, Service Tax, Excise duty, Custom duty, Cess and other statutory dues, as applicable.

(b) According to the information and explanation given to us and based on the records of the company examined by us, there are no dues of Employee Provident Fund, Employee State Insurance Scheme, Income tax, Wealth tax, VAT, Service Tax, Excise duty, Custom duty which have not been deposited on account of any disputes.

As informed to us the Company is having disputed statutory liability as under:

Nature of Dues Assessment Year Amount Forum where dispute (Rs. in lacs) is pending

Income Tax 2007 - 08 to 1,833.00 CIT (Appeal) and 2012 - 13 Assessing Officer

(c) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund.

8. The Company does not have any accumulated losses and has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

9. Based on our audit procedures and on the information and explanations given to us, we are of the opinion that, the Company has not defaulted in repayment of dues to financial institutions and banks.

10. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from banks or financial institutions.

11. According to the information and explanations given to us the Company has applied the term loans for the purpose for which the same was obtained.

12. Based on the audit procedures performed and the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For Gupta Saharia and Co. Chartered Accountants Firm Registration No: 103446W

Pawan Gupta Date: 29th May, 2015 Partner Place: Mumbai Membership No. : 071471


Mar 31, 2014

We have audited the accompanying financial statements of J. Kumar Infraprojects Limited. ("the Company"), which comprise the Balance Sheet as at March 31st,2014, and the Statement of Profit and Loss and Cash Flow Statement for the year ended and a summary of 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 Statements notified under the Companies Act, 1956 (the Act). Read with the General Circular 15/2013 dated 13th September, 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

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standard on Auditing generally accepted in 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 misstatements.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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 profit for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements.

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

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

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

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;

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;

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 Act read with General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

On the basis of written representations received from the directors as at 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 clause (g) of sub-section (1) of section 274 of the Companies Act.

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

The Annexure referred to in paragraph 1 under the heading "Report on Other Legal and Regulatory Requirements" of Our Report of even date

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

1. FIXED ASSETS

(a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets on the basis of available information.

(b) As explained to us, fixed assets have been physically verified by the management at reasonable Intervals; which in our opinion is reasonable, having regard to size of the company and nature of its assets, no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no substantial part of its fixed asset has been disposed off during the year and therefore does not affect the going concern assumption.

2. INVENTORIES

(a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals. The frequency of the 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 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 has maintained proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. LOANS AND ADVANCES

(a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses (iii) (b), (iii) (c) and (iii) (d) of paragraph 4 of the order are not applicable to the Company.

(b) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (iii) (f) & (iii) (g) of paragraph 4 are not applicable to the company.

4. INTERNAL CONTROL

In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the company and the nature of its business. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. TRANSACTION WITH PARTIES UNDER SECTION 301 OF THE COMPANIES ACT,1956

(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) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Sec. 301 of the Companies Act,1956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. DEPOSITS

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

7. INTERNAL AUDIT

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

8. COST RECORDS

We have 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 maintained. We have, however not made a detailed examination of the records with a view to determine whether they are accurate or complete. However, cost audit has been prescribed for RMC division of the company and cost audit has been conducted by the cost auditor.

9. STATUTORY DUES

According to the records, information and explanation provided to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Employee Provident Fund, Employee State Insurance Scheme, Income tax, sales-tax, Service Tax, Excise duty, Custom duty, Cess and other statutory dues applicable to it and no undisputed amounts payable are outstanding as at March 31, 2014 for a period of more than six months from the date when they became payable.

As informed to us the company is having disputed Statutory liabilities as below:

Nature of Dues Assessment Year Amount (in lacs) Forum where disputes is pending

Income Tax 2004-05 to 2010-11 569.18 Income Tax Appellate Tribunal (Mumbai)

10. NETWORTH/CASH LOSS

The Company does not have any accumulated losses and has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

11. REPAYMENT OF DUES

Based on our audit procedures and on the information and explanations given to us, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. ADVANCE AGAINST SHARES

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. CHIT FUND/NIDHI FUND

In our opinion and according to the information and explanations given to us, the Company is not a chit fund/nidhi/mutual benefit fund/ society.

14. TRADING IN SHARES, SECURITIES, DEBENTURES AND OTHER INVESTMENTS

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

15. GUARANTEES

According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from banks or financial institution.

16. TERM LOANS

According to the information and explanations given to us the Company has applied the term loans applied for the purpose for which the same was obtained.

17. SOURCE AND APPLICATION OF FUNDS

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. PREFERENTIAL ALLOTMENT OF SHARES TO PARTIES COVERED IN THE REGISTER MAINTAINED UNDER SECTION 301 OF THE COMPANIES ACT, 1956 AND RAISING OF FUNDS THROUGH QUALIFIED INSTIUTIONAL PLACEMENT

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 during the year.

19. MISCELLANEOUS

a) The Company has no outstanding debentures during the period under audit.

b) The Company has not raised any money by public issue during the year.

c) Based on the audit procedures performed and the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

The company has only one class of shares referred to as Equity Shares having a face value of Rs. 10/- each. Each Equity share is entitled to one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the Shareholders in the ensuring Annual General Meeting.

The company has not issued any bonus shares during the last five years immediately preceeding the balance sheet date.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company, after disribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

ECB Loan of USD 10 Million from Standered Chartered Bank carries interest rate from 8.48% to 11.95% p.a. on fully hedged. The loans are repayable in 4 years in quarterely instalments from the respective dates of disbursement of loans after considering moratorium period. The above loans are secured by hypothecation of Plant & Machinery and backed by personal guarantee of Mr. Jagdishkumar M. Gupta and Mr. Nalin J. Gupta.

ECB Loan of USD 7.90 Million from Standered Chartered Bank carries interest rate from 12.60% to 12.70% p.a. on fully hedged. The loans are repayable in 5 years in quarterely instalments from the respective dates of disbursement of loans after considering moratorium period. The above loans are secured by hypothecation of Plant & Machinery and backed by personal guarantee of Mr. Jagdishkumar M.Gupta and Mr. Nalin J. Gupta.

Buyers Credit of USD 23.92 Million from Union Bank of India, Vijaya Bank, Standared Chartered Bank, Bank of Maharashtra and Dena Bank carries interest rate from 2.50% p.a. to 3.35% p.a. unhedged . The loans are repayable in 3 Years in Quarterly instalment from the respective dates of disbursement of loans after considering moratorium period. The above loans are secured by hypothecation of Plant & Machinery and backed by personal guarantee of Mr. Jagdishkumar M. Gupta and Mr. Nalin J. Gupta.

Term Loan from HDFC Bank carries interest rate 10 % to 11% p.a. The loans are repayable in 36 months in monthly instalments from the respective dates of disbursement of loans after considering moratorium period. The above loans are secured by hypothecation of Plant & Machinery backed by personal guarantee of Mr. Jagdishkumar M. Gupta.

Term Loan from ICICI Bank carries interest rate from 8.45% to 10.59% p.a. The loans are repayable in 29 months to 48 months in monthly instalments from the respective dates of disbursement of loans. The above loans are secured by hypothecation of Plant & Machinery and vehicles .

Working Capital Loan (Cash credit ) from banks under consortium limit is secured against hypothecation of stock and book debts and are backed by personal guarantee of promoters and details of security and limits (Refer Note 29 and 30).The interest rate from 12% to 13.50 % p.a. The loans are repayable on demand.

Overdraft from banks is secured against Fixed Deposit receipts and are backed by personal guarantee of promoters. The interest rate from 8% to 10.25% p.a.

Others : Buyers Credit of Euro 1,30,886 carries interest rate of 4.30% p.a. unhedged. The loans has been repaid during the year. The above loans are backed by personal guarantee of promoters.

For Gupta Saharia and Co. Chartered Accountants Firm Reg. No. 103446W

Pawan Gupta Partner Membership No. : 071471 Place: Mumbai Date: 20th May, 2014


Mar 31, 2013

Report on Financial Statements

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

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standard on Auditing generally accepted in 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 misstatements.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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 31M, 2 013;

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

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements.

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

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

- 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;

- 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;

- 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;

- 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 sub section(3C) of section 211 ofthe Companies Act, 1956;

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

ANNEXURE TO INDEPENDENT AUDITORS* REPORT

The Annexure referred to in paragraph 1 under the heading "Report on Other Legal and Regulatory Requirements" of Our Report of even date

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

1. FIXED ASSETS:

(a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets on the basis of available information.

(b) As explained to us, fixed assets have been physically verified by the management at reasonable Intervals; which in our opinion is reasonable, having regard to size of the company and nature of its assets, no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no substantial part of its fixed asset has been disposed off during the year and therefore does not affect the going concern assumption.

2. INVENTORIES:

(a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals. The frequency of the 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 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 has maintained proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. LOANSANDADVANCES:

(a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses 4 (iii) (b), (iii) (c) and (iii) (d) of the order are not applicable to the Company.

(b) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus the provisions of clauses 4 (iii) (f) & (iii) (g) are not applicable to the company.

4. INTERNAL CONTROL:

In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the company and the nature of its business. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. TRANSACTION WITH PARTIES UNDER SECTION 301OFTHE COMPANIES ACT, 1956

(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 and explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises.

6. DEPOSITS:

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

7. INTERNALAUDIT:

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

8. COST RECORDS:

We have 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 maintained.

9. SECURITYDUES:

According to the records, information and explanation provided to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Employee Provident Fund, Employee State Insurance Scheme, Income tax, sales-tax, Service Tax, Excise duty, Custom duty, Cess and other statutory dues applicable to it and no undisputed amounts payable are outstanding as at March 31s1, 2013 for a period of more than six months from the date when they became payable

10. NET WORT/CASH LOSSES:

The Company does not have any accumulated losses and has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

11. REPAYMENT OF DUES:

Based on our audit procedures and on the information and explanations given to us, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. ADVANCE AGAINST SALES:

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. CHIT FUND/NIDHI FUND:

In our opinion and according to the information and explanations given to us, the Company is not a chit fund / nidhi / mutual benefit fund / society.

14. TRADING IN SHARES, SECURITIES, DEBENTURES AND OTHER INVESTMENTS:

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

15. GUARANTEES:

According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. TERM LOAN:

According to the information and explanations given to us the Company has applied the term loans applied for the purpose for which the same was obtained.

17. SOURCE AND APPLICATION OF FUNDS:

Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31" March, 2013, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. PREFERENTIAL ALLOTMENT OF SHARES TO PARTIES COVERED IN THE REGISTERED MAINTAINED UNDER SECTION 301 OF THE COMPANIES ACT, 1956 AND RAISING OF FUNDS THROUGH QUALIFIED INSTITUTIONAL PLACEMENT.

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 during the year.

19. MISCELLANEOUS:

a) The Company has no outstanding debentures during the period under audit.

b) The Company has not raised any money by public issue during the year.

c) Based on the audit procedures performed and the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For Gupta Saharia and Co.

Chartered Accountants

Firm Reg. No. 103446W

Pawan Gupta

Partner

Membership No. : 071471

Place: Mumbai

Date: 29th May, 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of J. Kumar Infraproj ects Limited, as at March 31", 2012 and also the Statement of Profit and Loss for the year ended on that date annexed thereto and the cash flow statement for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003 as amended by Companies (Auditor's Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure 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 purposes of our audit;

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

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

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the Accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 to the extent applicable;

(e) On the basis of written representations received from the Directors, as on March 3 lsl, 2012, and taken on record by the Board of Directors we report that none of the directors are disqualified as on March 31", 2012 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 accounts read together with the Significant Accounting Policies in Notes 24 appearing thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at March 3 lsl, 2012;

(ii) In the case of the Statement of Profit and Loss, of the Profit for the year ended on that date; and

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

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

1. FIXED ASSETS ;

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

(b) The fixed assets have been physically verified by the management during the year. In our opinion, the frequency of verification of the fixed assets by the management is reasonable having regard to the size of the company and the nature of its assets. No discrepancies were noticed on such verification;

(c) Fixed assets disposed of during the year were not substantial. According to the information and explanations given to us, we are of the opinion that the disposal of fixed assets has not affected the going concern status of the Company;

2. INVENTORIES:

(a) The inventory have been physically verified by the management at reasonable intervals during the financial year;

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

(c) In our opinion the Company has maintained proper records of inventory and no material discrepancies were noticed between the physical verification of inventory and the book records.

3. LOANS AND ADVANCES:

(a) According to the information and explanations given to us, the company has neither granted nor taken any loans, secured or unsecured from the Companies, firms and other parties mentioned in the Register maintained under section 301 of the Companies Act, 1956.

(b) Since the Company has neither granted nor taken any loans, hence paragraph 4(iii)(b), (iii) (c), (iii)(d), (iii)(e), (iii)(f), (iii)(g), of the Order are not applicable to the Company.

4. INTERNAL CONTROL:

In our opinion and according to information and explanation given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for purchase of in ventory and fixed assets and for the work done. During the course of our audit, we have not observed any major weakness in internal control system.

5. TRANSACTIONS WITH PARTIES UNDER SECTION 301 OF THE COMPANIES ACT 1956.

(a) Based on the audit procedure applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been properly entered in the said register;

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 exceeding the value of Rupees 5 Lacs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. DEPOSITS:

The Company has not accepted any deposits from the public within the purview of Sec. 5 8 A and 5 8 A A of the Companies Act, 1956.

7. INTERNALAUDIT

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

8. COST RECORDS:

The Central Government has prescribed the statutory compliance under Section 209 (1) (d) of the Companies Act, 1956, for the carrying out the cost accordingly compliance as ordered under notification dated 03.06.2011 for the financial year 2011-12 and the same is compiled by the Company for Ready Mix Concrete (RMC) division.

9. STATUTORYDUES:

According to the records, information and explanation provided to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Employee Provident Fund, Employee State Insurance Scheme, Income tax, sales-tax, Service Tax, Excise duty, Custom duty, Cess and other statutory dues applicable to it and no undisputed amounts payable are outstanding as at March 31, 2012 for a period of more than six months from the date when they became payable.

10. NET WORTH/CASH LOSSES:

The Company has no accumulated losses as at the end of the financial year and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

11. REPAYMENT OF DUES:

In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of any dues to a financial institution or bank or debenture holders.

12. ADVANCES AGAINST SHARES:

In our opinion and according to the information and explanation given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. CHIT FUND/ NIDHI FUND:

The Company is not a chit fund or a nidhi/ mutual benefit fund/society. Therefore, the provision of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

14. TRADING IN SHARES, SECURITIES, DEBENTURES & OTHER INVESTMENTS:

In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

15. GUARANTEES:

In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. TERM LOANS:

According to the information and explanations given to us the Company has applied the term loans applied for the purpose for which the same was obtained;

17. SOURCE AND APPLICATION OF FUNDS:

According to the information and explanation given to us and on an overall examination of the balance sheet of the company, we are of the opinion that there are no funds raised on a short-term basis, which have been used for long-term investment.

18. PREFERENTAL ALLOTMENT OF SHARES TO PARTIES COVERED IN THE REGISTER MAINTAINED UNDER SECTON 301 OF THE COMPANIES ACT 1950 AND RAISING OF FUNDS THROUGH QUALIFIED INSTITUTIONAL PLACEMENT:

During the current financial year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. MISCELLANEOUS:

(a) The Company does not have any outstanding debenture during the year.

(b) Based on the audit procedure performed and information and explanations given to us by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Gupta Saharia & Co.

Chartered Accountants Firm Registration no. 103446W

Pawan Gupta

Place: Mumbai Partner

Date : 14th August, 2012 M. No.: 071471


Mar 31, 2011

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

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

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, and on the basis of such checks of books and records of the Company as we considered appropriate and according to information and explanation given to us, 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 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 purpose of our audit;

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

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

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

e) On the Basis of written representations received from the directors, as on 31st March 2011, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2011 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 accounts read together with the Significant Accounting Policies in schedule T and Notes appearing thereon, give the information required by the Companies Act, 1956 in the manner so required, and give a true and fair view in conformity with the accounting principles generally accepted in India:

1. In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011.

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

3. In the case of Cash Flow Statement, of the Cash Flows of the Company for the year ended on that date. ANNEXURE TO THE AUDITORS' REPORT (Referred to in paragraph 3 of our report of even date)

1. FIXED ASSETS :

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

(b) The fixed assets have been physically verified by the management during the year. In our opinion, the frequency of verification of the fixed assets by the management is reasonable having regard to the size of the company and the nature of its assets. No discrepancies were noticed on such verification;

(c) Fixed assets disposed of during the year were not substantial. According to the information and explanations given to us, we are of the opinion that the disposal of fixed assets has not affected the going concern status of the Company;

2. INVENTORIES :

(a) The inventory have been physically verified by the management at reasonable intervals during the financial year;

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

(c) In our opinion the Company has maintained proper records of inventory and no material discrepancies were noticed between the physical verification of inventory and the book records.

3. LOANS AND ADVANCES :

(a) According to the information and explanations given to us, the company has neither granted nor taken any loans, secured or unsecured from the Companies, firms and other parties mentioned in the Register maintained under section 301 of the Companies Act,1956.

(b) Since the Company has neither granted nor taken any loans, hence paragraph 4(iii)(b), (iii)(c), (iii)(d), (iii)(e), (iii)(f), (iii)(g), of the order are not applicable to the Company.

4. INTERNAL CONTROL:

In our Opinion and according to information and explanation given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for purchase of inventory and fixed assets and for the work done. During the course of our audit, we have not observed any major weakness in internal control system.

5. TRANSACTIONS WITH PARTIES UNDER SECTION 301 OF THE COMPANIES ACT 1956.

(a) Based on the audit procedure applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been properly entered in the said register;

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 exceeding the value of Rs. 5 Lacs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. DEPOSITS:

The Company has not accepted any deposits from the public within the purview of Sec. 58A and 58AA of the Companies Act, 1956.

7. INTERNAL AUDIT

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

8. COST RECORDS:

The Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956.

9. STATUTORY DUES:

According to the records, information and explanation provided to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Employee Provident Fund, Employee State Insurance Scheme, Income tax, sales-tax, Service Tax, Excise duty, Custom duty, Cess and other statutory dues applicable to it and no undisputed amounts payable are outstanding as at March 31, 2011 for a period of more than six months from the date when they became payable.

10. NET WORTH/CASH LOSSES:

The Company has no accumulated losses as at the end of the financial year and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

11. REPAYMENT OF DUES:

In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of any dues to a financial institution or bank or debenture holders.

12. ADVANCES AGAINST SHARES :

In our opinion and according to the information and explanation given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. CHIT FUND/ NIDHI FUND :

The Company is not a chit fund or a nidhi/ mutual benefit fund/society. Therefore, the provision of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

14. TRADING IN SHARES, SECURITIES, DEBENTURES & OTHER INVESTMENTS :

In our opinion, The Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

15. GUARANTEES :

In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. TERM LOANS :

According to the information and explanations given to us, the Company has applied the term loans for the purpose for which the same was obtained.

17. SOURCE AND APPLICATION OF FUNDS :

According to the information and explanation given to us and on an overall examination of the balance sheet of the company, we are of the opinion that there are no funds raised on a short-term basis, which have been used for long-term investment.

18. PREFERENTAL ALLOTMENT OF SHARES TO PARTIES COVERED IN THE REGISTER MAINTAINED UNDER SECTON 301 OF THE COMPANIES ACT 1956 AND RAISING OF FUNDS THROUGH QUALIFIED INSTITUTIONAL PLACEMENT:

During the current financial year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. MISCELLANEOUS :

(a) The Company does not have any outstanding debenture during the year.

(b) Based on the audit procedure performed and information and explanations given to us by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Gupta Saharia & Co.

Chartered Accountants

Firm Reg. No.103446W

Pawan Gupta

Place: Mumbai (Partner)

Date: 9th August, 2011 M. No. : 071471


Mar 31, 2010

1. We have audited the attached Balance Sheet of J. KUMAR INFRAPROJECTS LIMITED as at March 31, 2010 and also the Profit and Loss Account and Cash Flow Statement of the company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government in terms of Section 227 (4A) 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 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 purpose of our audit;

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

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

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

e) On the Basis of written representations received from the directors, as on March 31, 2010, and 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 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 accounts read together with the Notes thereon give the information required by the Companies Act, 1956 in the manner so required, and give a true and fair view in conformity with the accounting principles generally accepted in India:

1 In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010;

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

3. In the case of Cash Flow Statement, of the Cash Flows of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

1. FIXED ASSETS :

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

(b) The fixed assets have been physically verified by the management during the year. In our opinion, the frequency of verification of the fixed assets by the management 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) Fixed assets disposed off during the year were not substantial. According to the information and explanations given to us, we are of the opinion that the disposal off fixed assets has not affected the going concern status of the Company.

2. INVENTORIES :

(a) The inventory have been physically verified by the management at reasonable intervals during the financial year;

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

(c) In our opinion the Company has maintained proper records of inventory and no material discrepancies were noticed between the physical verification of Inventory and the book records.

3. LOANS AND ADVANCES :

a) According to the information and explanations given to us, the company has neither granted any loans, secured or unsecured from the Companies, firms and other parties mentioned in the Register maintained under section 301 of the Companies Act, 1956.

b) Since the company has neither granted nor taken any loans, the provision of clause (iii) (b), (iii) (c), (iii) (d), (iii) (e), (iii) (f), (iii) (g) of the Order are not applicable to the company.

4. INTERNAL CONTROL :

In our Opinion and according to information and explanation given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for purchase of inventory and fixed assets and for the work done. During the course of our audit, we have not observed any major weakness in internal control system.

5. TRANSACTIONS WITH PARTIES UNDER SECTION 301 OF THE COMPANIES ACT 1956 :

(a) Based on the audit procedure applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been properly entered in the said register;

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5 Lacs have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. DEPOSITS :

The Company has not accepted any deposits from the public within the purview of Section 58A and 58AA of the Companies Act, 1956.

7. INTERNAL AUDIT:

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

8. COST RECORDS :

The Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956.

9. STATUTORY DUES :

According to the records, information and explanation provided to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Employee Provident Fund, Employee State Insurance Scheme, Income tax, Sales-tax, Service Tax, Excise duty, Custom duty, Cess and other statutory dues applicable to it and no undisputed amounts payable were outstanding as at March 31, 2010 for a period of more than six months from the date when they became payable.

10. NET WORTH/CASH LOSSES :

The Company has no accumulated losses as at the end of the financial year and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

11. REPAYMENT OF DUES :

In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of any dues to any financial institution or bank or debenture holders.

12. ADVANCES AGAINST SHARES :

In our opinion and according to the information and explanation given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. CHIT FUND/ NIDHI FUND :

The Company is not a chit fund or a nidhi/ mutual benefit fund/society. Therefore, the provision of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

14. TRADING IN SHARES, SECURITIES, DEBENTURES & OTHER INVESTMENTS :

In our opinion, The Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

15. GUARANTEES :

In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. TERM LOANS :

According to the information and explanations given to us the Company has applied the term loans for the purpose for which the same was obtained.

17. SOURCE AND APPLICATION OF FUNDS :

According to the information and explanation given to us, and on an overall examination of the balance sheet of the company, we are of the opinion that there are no funds raised on a short-term basis, which have been used for long-term investment.

18. PREFERENTAL ALLOTMENT OF SHARES TO PARTIES COVERED IN THE REGISTER MAINTAINED UNDER SECTON 301 OF THE COMPANIES ACT 1950 AND RAISING OF FUNDS THROUGH QUALIFIED INSTITUTIONAL PLACEMENT:

During the year, The Company has issued and allotted 40,00,000 Convertible Warrants to the individuals and/or corporate belonging and/ or not belonging to the Promoter/Promoter Group of the Company covered in the Register maintained under Section 301 of the Companies Act 1956 convertible into 40,00,000 Equity Shares at a price of Rs.60/-per equity shares (including premium of Rs.50/-per equity share) on preferential basis on May 20, 2009. The said warrants has been converted into equity shares on Augustl9, 2009. Consequently, there is an increase in the Paid up Share Capital from Rs 2,072.44 Lacs to Rs 2,472.44 Lacs.

On December 15, 2009, the Company has issued 30,76,785 Equity shares of Rs 10/- each at a price of Rs 180.25 (Rs 10/- face value + Rs 170.25 Premium) per Equity Share, aggregating Rs 55.45 Cores through QIP (Qualified Institutional Placements) as per relevant guidelines of Chapter VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009. Consequently, there is an increase in the Paid up Share Capital from Rs. 2,472.44 Lacs to Rs. 2,780.12 Lacs.

19. MISCELLANEOUS :

(a) The Company does not have any outstanding debenture during the year.

(b) Based on the audit procedure performed and information and explanations given to us by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Gupta Saharia &Co. Chartered Accountants Firm Reg.No.:103446W Pawan Gupta Place:Mumbai (Partner) Date:May 29,2010 Membership No.:071471

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