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Auditor Report of Jaihind Projects Ltd.

Mar 31, 2015

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

MANAGEMENT'S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Management and Board of Directors of the Company are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ('the act') with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with 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 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; design, implementation and maintenance of adequate internal financial controls, that are 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

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 provision of the Act and 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 disclosures in the financial statements. The procedures selected depend on 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 accounting policies used and the reasonableness of the accounting estimates made by the Company's management and Board of 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 qualified audit opinion and except to these standards could not be applied in their entirety for want of adequacy of appropriate internal control system and accounting procedures followed by the Company.

Basis for Qualified Opinion:

1) Attention is invited to Note no. 36 of the standalone financial statements; the Company has recognized revenue of Rs. 16,415.59 lacs on certain projects arising out of deviation in designs and/or scope of work, liquidity damage/PRS for which acceptance by the clients are awaited. The amount of such certification cannot therefore be measured reliably. In the absence of sufficient appropriate audit evidence regarding the extent to which such claims/scope variations will be accepted by the clients, we are unable to comment on the appropriateness of such revenue as recorded in the financial statements, the amounts that will be ultimately realised and the consequent impact, if any, on the reported loss for the year ended March 31, 2015 and corresponding assets and liabilities as at that time.

2) Attention is invited to Note no. 37 of the standalone financial statements, regarding bank guarantee invoked by "Arabian Pipeline Projects Company" (APPCO) of Rs. 6,051.04 lacs. The Company has not made any provision in its financial statements in respect of bank guarantee invoked. The Company has filed the suit before Hon'ble City Civil Court, Ahmedabad against the invocation of bank guarantee and the Hon'ble Court has granted stay. The Company has also referred the dispute to "The London Court of International Arbitration" for arbitration. In view of the pending litigation and uncertainty of outcome of such pending litigation, we are unable to quantify and comment upon the liability that may devolve on the Company on account of such invoked bank guarantee. Our audit opinion on the financial statement for the year ended March 31, 2015 is qualified in respect of above matter.

3) Attention is invited to Note no. 38 of the standalone financial statements regarding invocation of bank guarantee of Rs. 4,738 lacs by "Brahmaputra Cracker and Polymer Limited" (BCPL) on April 17, 2015. The Company has not made any adjustment in respect of bank guarantee invoked, which constitutes departure from the Accounting Standard (AS)-4 on "Contingencies and Events Occurring After the Balance Sheet Date", issued by the ICAI, which requires adjustment to be made in assets and liabilities for events occurring between the balance sheet date and the date on which financial statements have been approved.

4) Attention is invited to Note no. 39 of the standalone financial statements; The Company has made investments in its subsidiaries aggregating to Rs. 665.0 lacs reported under "Non-Current Investments". There is erosion of net worth, current year losses, legal cases by lenders and creditors against the said subsidiaries, which may result into the permanent diminution in the value of investments. In spite of this, the Company has reported these investments at cost. This constitutes departure from Accounting Standard (AS)-13 "Accounting for Investment" issued by the ICAI, which requires ascertainment and provision for diminution, other than temporary, in the carrying amount of investment

5) Attention is invited to Note no. 40 of the standalone financial statements, The Company has reversed Interest expense of Rs. 754.11 lacs on loans from banks by way of credit to "Interest Expenses" in statement of profit and loss account for which confirmations from the bank are not made available, resulting into the understatement of loss and liabilities by Rs. 754.11 lacs.

6) Attention is invited to Note no. 41 of the standalone financial statements; The Company has not provided interest on amounts borrowed from the NBFCs aggregating to Rs. 2215.02 lacs as on March 31, 2015 (Previous year Rs. 3033.10 lacs). As balance confirmation and / or statement of loan accounts from NBFCs are not made available to us, we are unable to ascertain the impact of non-provision of interest on amounts borrowed from NBFCs on financial statements. The amount due to NBFCs is disclosed based on the information available with the management and subject to reconciliation.

7) As stated in Note no. 42 of the standalone financial statements regarding pending confirmation of balances in respect of Trade Payables, Other Current Liabilities, Long Term Loans & Advances, Trade Receivables, Short Term Loans & Advances and Other Current Assets, we are unable to comment on the impact of arising out of reconciliation/ adjustments, if any, required upon such confirmation.

8) In absence of adequate working papers on physical verification of Inventories, discrepancies, if any, between book and physical inventories could not be ascertained including effect of the same in financial statements of the Company.

9) As stated in note no. 43 of the standalone financial statements regarding write back of old liabilities of Rs. 1,353.21 lacs and write off of old receivables of Rs. 397.28 lacs. In absence of adequate supporting documents, we are unable to comment on effect of the same in financial statements of the Company.

10) Attention is invited to Note no. 44 of the standalone financial statements regarding uncertainties relating to recoverability of trade receivable aggregating to Rs. 12,013.96 lacs recognized in the earlier years in respect of project which are suspended or substantially closed and where the claims are currently under negotiations/arbitration/litigation. Pending the ultimate outcome of these matters, which is presently unascertainable, no adjustments have been made in the accompanying standalone financial statements. Our opinion is qualified in respect of this matter.

11) We draw attention to Note no. 45 of the standalone financial statements regarding the assets, liabilities, revenue and expenditure of project at "Kingdom of Saudi Arabia" (KSA) accounted for in the financial statements on the basis of unaudited financial information of project at "Kingdom of Saudi Arabia" (KSA) available with the Company because of the reasons stated therein. We have not carried out audit procedures to verify the financial figures of this shared project accounted for in the financial statements of the Company. The financial statements of project at "Kingdom of Saudi Arabia" (KSA) are reported on the basis of management's internal assessment and legal opinion obtained by the Company, and we are unable to comment and give any opinion on the transactions/balances accounted for in the books of accounts of the Company.

OPINION

In our opinion and to the best of our information and according to the explanations given to us except for the effects of the matter described in the basis for qualified opinion paragraph, the aforesaid standalone 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 affair of the Company as at March 31, 2015 and its loss and its cash flows for the year ended on that date.

Emphasis of Matter

Attention is invited to Note no. 46 of the standalone financial statements, regarding the Company's ability to meet its financial obligations including loans, overdue loans, unpaid interest, and ability to fund obligations pertaining to operations including unpaid creditors and investment in ongoing projects for ensuring normal operations. During the year the Company incurred the net loss of Rs. 1,792.43 lacs and has loan aggregating to Rs. 2,470.97 lacs falling due over next twelve months period which also includes unpaid dues of Company as at March 31, 2015. These matters require the Company to raise such additional cash flows to the fund the operations as well as the investment obligations towards on- going projects. However the financial statements have been prepared under the assumption, considering the management's assessment to recover the dues from the customers, divestment of existing assets and management plan to get requisite funding from various other sources. Based on its assessment management is reasonably confident that the Company has the ability to raise the required cash flow, which has not been independently assessed by us. Relying on the above, no adjustments have been made in these financial statements.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

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

a. We have sought and except for the matters described in the Basis for Qualified Opinion paragraph, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b. Except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph, in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

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

d. Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, in our opinion, the aforesaid standalone 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. The matters described in Basis of qualified opinion paragraph, paragraph of Emphasis of Matter and paragraph ix to statement on the matters specified in paragraphs 3 and 4 of the Order above, in our opinion, may have adverse effect on the functioning of the Company.

f. On the basis of written representations received from the directors, as on March 31, 2015 and 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.

g. The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph above; and

h. 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 explanations given to us:

I. The company has disclosed the impact of pending litigations on its financial position in its financial statements- Refer Note 27 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, and as required on long-term contracts including derivative contracts.

III. There are no amounts which are required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure to Auditors' Report (Referred to in paragraph 3 of our report of even date) (Contd...)

Annexure referred to in our report of even date to the members of Jaihind Projects 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 explanations given to us during the course of our audit, we report that:

i. a) The Company has maintained the fixed assets register however the records maintained by the Company in respect of its fixed assets are not considered to be proper in so far as these does not give full particulars of situation of assets, and location of assets.

b) In absence of the working papers of physical verification, methodology adopted by the Company for the verification of the fixed assets could not be ascertained.

ii. a) As explained to us, inventories have been physically verified by the management. However, in absence of working papers of physical verification, we are unable to comment on the adequacy of frequency of such verification/estimation.

b) According to information and explanations provided to us, inventories at different sites have been visually quantified and the value estimated by respective site in charge. However in absence of working papers as mentioned above, we are unable to comment on the correctness of the procedure of physical verification of inventories followed by the management.

c) In absence of working papers for the physical verification of inventories conducted by the management, we are unable to comment on the discrepancies between physical stock and book records, if any and adjustment thereof in the books of accounts.

iii. The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Act.

iv. In our opinion and according to the information and explanations given to us, the internal control procedures are not adequate and commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and sale of goods and services. During the course of our audit we have observed some instances of continuing failure to correct weaknesses in internal controls.

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

vi We have broadly reviewed the books of account relating to materials, labour and other items of costs maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 148 (1) of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have, however not made detailed examinations of the records with a view to determine whether they are accurate or complete.

vii. a) According to information and explanations provided to us and on the basis of examination of records, the Company is not generally regular in deposit of undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess (except Cess under section 441A of the Act since the aforesaid section has not yet been made effective by the Central Government) and any other statutory dues applicable to it.

b) According to the information and explanation provided to us, in our opinion, no undisputed amount payable in respect of the aforesaid due were outstanding as at 31st March, 2015 for a period of more than six months from the date they became payable except Professional Tax amounting to Rs. 4.97 lacs ESIC Rs. 0.45 lacs, TCS Rs. 0.18 lacs and TDS amounting to Rs. 51.52 lacs.

c) According to the information and explanations given to us, the statutory dues which have not been deposited on account of any dispute are as under:

Name of the statute Nature of the Amount in Period to which dues Rs. Lacs it relates

Finance Act 1994 Service Tax 223.58 June 16, 2005 to Sep 2006

Finance Act 1994 Service Tax 212.79 Oct 2006 to Sep 2007

Finance Act 1994 Service Tax 177.37 Oct 2007 to March 2008

Gujarat Commercial Tax Commercial Tax 327.41 Year 2009-10

Gujarat Commercial Tax Commercial Tax 416.95 Year 2010-11

Name of the Status Forum where dispute is pending

Supreme Court

CESTAT, Ahmedabad

CESTAT, Ahmedabad

Deputy Commissioner of Commercial Tax (Appeals) Ahmedabad

Deputy Commissioner of Commercial Tax (Appeals), Ahmedabad

d) There has not been an occasion in case of the Company during the year under report to transfer any sums to the investor Education and Protection Fund. The question of reporting delay in transferring such sums does not arise.

viii The Company does not have accumulated losses at the end of the current financial year subject to our qualifications in Independent Auditors' Report. It has incurred cash losses during the year and the immediately preceding financial year.

ix Based on our audit procedures and as per the information and explanations given by the management, the Company had executed Corporate Debt Restructuring agreement with its principal lenders. As per terms of the Corporate Debt Restructuring package, the Company was required to pay during the year under report amounting to Rs. 479.05 lacs and interest of Rs. 754.11 lacs which it has failed to pay. The Company has also defaulted in repayment of loans due to financial institutions of Rs. 2,215.02 lacs as on March 31, 2015 and interest thereon.

x. In our opinion and according to the information and explanations given to us, the terms and conditions on which the Company has given guarantees for loans taken by others from banks or financial institutions are not prejudicial to the interests of the Company since these guarantees are given for a subsidiary Company promoted by the Company.

xi In our opinion, and according to information and explanations given to us, the Company has not raised any term loans during the year.

xii During the course of our examination of the books and records of the Company, carried in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the course of our audit nor have been informed of any such instance by the Management.

For R. K. DOSHI & COMPANY

Chartered Accountants

Regn. No. 102745W

Shailesh A. Gathani

30th May 2015 Partner

Ahmedabad M. No. 049973


Mar 31, 2014

We have audited the accompanying financial statements of Jaihind Projects Limited ("the Company"), which comprise the Balance Sheet as at 31st March 2014, and the Statement of Profit and Loss and 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

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 the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control 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

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on 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 entities 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 qualified audit opinion.

Basis for Qualified Opinion

a) Revenue includes rs 128.77 Cr against claims raised on different clients, which are neither acknowledged/approved/certified by the clients nor recoverability of which is ascertainable.

b) Against sundry debtors amounting to Rs 80.00 crores disputed by the parties, an amount of Rs 15.36 Crores has been written off in the financial year 2012-13. No provision has been made against balance disputed debtors of Rs 64.64 crores.

c) Interest on delayed deposit of statutory dues of Service Tax and Commercial Tax has neither been quantified nor the effect of the same on the financial statements been ascertained.

d) In absence of audited accounts of JPL Morpol Consortium and Tehran Jonoob Jaihind Consortium, discrepancies, if any, between the said accounts with that of the company is not ascertainable.

e) In absence of adequate supporting of revenue and expenses incurred for APPCO-JPL project at Kingdom of Saudi Arabia, the same is recorded on the basis of reporting made by APPCO -JPL Project Office at Kingdom of Saudi Arabia. (Summarized in Note No. 37 in notes on accounts)

OPINION

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

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

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

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

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 the 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 appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us except for the effects of the matter described in the basis for qualified opinion paragraph

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

d. Except for the effects of the matter described in the basis for qualified opinion paragraph, in our opinion, the Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

e. On the basis of written representations received from the directors, as on 31st March 2014 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Act nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

Annexure to Auditors'' Report

Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our Report of even date on the financial statements for the year ended on 31st March, 2014 of Jaihind Projects Limited

i.

a) The company has maintained fixed assets register which however is not complete.

b) In absence of the working papers of physical verification, methodology adopted by the company for the verification of the fixed assets could not be ascertained.

c) During the year, the Company has disposed off some plant and machinery. According to the information and explanations given to us, we are of the opinion that said disposal has not affected the going concerns status of the Company.

ii. a) As explained to us, inventories have been physically verified by the management. However, in absence of working papers of physical verification, we are unable to comment on the adequacy of frequency of such verification/estimation.

b) According to information and explanations provided to us, inventories at different sites have been visually quantified and the value estimated by respective site in charge. However in absence of working papers as mentioned above, we are unable to comment on the correctness of the procedure of physical verification of inventories followed by the management.

c) In absence of working papers for the physical verification of inventories conducted by the management, we are unable to comment on the discrepancies between physical stock and book records, if any and adjustment thereof in the books of accounts.

iii.

a) The company has not granted secured / unsecured loans to Companies covered in the Register maintained under Section 301 of the Act. Hence the provisions of clause

(iii)

(b), (c), (d), of paragraph 4 are not applicable to the company.

e) The Company has taken secured / unsecured loans from three parties covered in the register maintained under section 301 of the Act. Total amount of loans taken during the year Rs 484.27 Lacs Amount outstanding at year end Rs 2,915.37 Lacs Maximum amount outstanding at any point of time Rs 3025.47 Lacs

f) Based on the information and explanations given to us, we are of the opinion that the rate of interest and other terms and conditions of loans taken from such parties covered in the Register maintained under Section 301 are not prima facie prejudicial to the interest of the company.

g) According to the information and explanations given to us, repayments of the principal and interest have been regularly made as stipulated. iv. In our opinion and according to the information and explanations given to us, the internal control procedures are not adequate and commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and sale of goods and services. During the course of our audit we have observed some instances of continuing failure to correct weaknesses in internal controls.

v.

a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that need to be entered in the register required to be maintained in pursuance of section 301 of the Act, have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the Register Maintained under Section 301 of the Act, and exceeding the value of five lacs rupees in respect of each party during the year have been made at prices which appear reasonable as per information available with the Company.

vi. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public during the year. Therefore, the provisions of Clause (vi) of paragraph 4 of the order are not applicable to the Company.

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

viii. We have broadly reviewed the books of account relating to materials, labour and other items of costs maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 209 (1) (d) of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have, however not made detailed examinations of the records with a view to determine whether they are accurate or complete.

ix.

a) According to information and explanations provided to us and on the basis of examination of records, the company is not generally regular in deposit of undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess (except Cess under section 441A of the Act since the aforesaid section has not yet been made effective by the Central Government) and any other statutory dues applicable to it.

b) According to the information and explanation provided to us, in our opinion, no undisputed amount payable in respect of the aforesaid due were outstanding as at 31st March, 2014 for a period of more than six months from the date they became payable except Professional Tax amounting to '' 2.89 Lacs and TDS amounting to '' 56.04 Lacs.

c) According to the information and explanations given to us, the statutory dues which have not been deposited oi account of any dispute are as under:

Name of the Nature of the Amount in Period to which Forum where statue dues Rs Lacs it relates dispute is pending Income Tax Act Income Tax 3.02 Assessment Year Commissioner 2010-11 of Income-Tax (Appeals), Ahmedabad Income Tax Act Income Tax 46.03 Assessment Year Commissioner of Income-Tax (Appeals), Ahmedabad Finance June 16, 2005 to Act 1994 Service Tax 223.58 Sep 2006 Supreme Court

Finance Oct 2006 to Sep CESTAT, Act 1994 Service Tax 212.79 2007 Ahmedabad Finance Oct 2007 to CESTAT, Act 1994 Service Tax 177.37 March 2008 Ahmedabad

Gujarat Commercial 85.23 Yeat 2008-09 Deputy Commercial Tax Comissioner of Commercial Tax (Appeals) Ahmedabad

x.The Company does not have accumulated losses at the end of the current financial year subject to our qualifications in Independent Auditors'' Report. It has incurred cash losses during the year and the immediately preceding financial year.

xi. The Company has not issued any debentures. However, it had defaulted in repayment of dues to Banks and Financial Institutions. The company approached the consortium of lenders for restructuring of loans which was approved and implemented on 28th March 2013. However, certain equipment loans and unsecured loans from NBFCs aggregating to Rs 3033.10 Lacs (Previous Year '' 7353.95 Lacs) were not restructured and said loans are treated as Non-Performing Assets by Financial Institutions.

xii. In our opinion and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. xiii. The Company is not a chit fund or a Nidhi / mutual benefit fund / society. Accordingly, the provisions of clause

(xiii) of paragraph 4 of the order are not applicable to the Company.

xiv. In our opinion and according to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

xv. In our opinion and according to the information and explanations given to us, the terms and conditions on which the Company has given guarantees for loans taken by others from banks or financial institutions are not prejudicial to the interests of the Company since these guarantees are given for a subsidiary Company promoted by the Company.

xvi. In our opinion, the term loans were applied for the purpose for which they were raised.

xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short term basis have been used for long term investment.

xviii. The Company has not made any preferential allotment of shares during the year to parties and companies covered in the Register maintained under section 301 of the Act. xix. The Company has not issued any debentures during the year. Accordingly the question of creating securities or charges in respect thereof does not arise.

xx. The Company has not raised any money by way of public issue during the year.

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

For R. K. DOSHI & COMPANY Chartered Accountants Regn. No. 102745W

Shailesh A. Gathani

30th May 2014 Partner Ahmedabad M. No. 049973


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Jaihind Projects Limited ("the Company"), which comprise the Balance Sheet as at 31st March 2013, and the Statement of Profit and Loss and 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

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 Accounting Standards referred to in sub- section (3C) of the section 211 of Companies Act. 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control 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.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on 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 out information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

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 the 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 purposes 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 (and proper returns adequate for the purposes of our audit have been received from the branches not visited by us);

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 (and with the returns received from the branches not visited by us):

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

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

Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Act not has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

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

Re: Jaihind Projects Limited

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

b) The Company has a phased programme of physical verification of fixed assets which, in our opinion, is reasonable having regard to the size of the Company and nature of its assets. In accordance with this programme, the management has verified fixed assets during the yeai and no serious discrepancies have been noticed on such verification.

c) During the year, the Company has disposed off some plant and machinery. According to the information and explanations given to us, we are of the opinion that said disposal has not affected the going concerns status of the Company.

ii. a) As explained to us, the management conducts regular physical verification of inventory at reasonable intervals.

b) The procedures of physical verification of inventory followed by the management to the extent verified were generally reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company is maintaining proper records of inventory. In our opinion the discrepancies noticed on physical verification between the physical stock and book records were not material having regard to the size of the Company and nature of its business. In cases where discrepancies noticed on physical verification have been identified with inventory records, necessary adjustments have been carried out in the books. In respect of cases where the reconciliation is not complete, the management has stated that the same would be adjusted in due course.

iii. a) The Company has not granted secured / unsecured loans to parties covered in the register maintained under section 301 of the Act.

b) The Company has taken secured / unsecured loans from three parties covered in the register maintained under section 301 of the Act.

Total amount of loans taken Rs.2,090.46 lacs

Amount outstanding at year end 72,548.57 lacs

Maximum amount outstanding at any point of time *2,548.57 lacs

c) The rate of interest and other terms and conditions of loans taken by the Company are prima facie not prejudicial to the interest of the Company.

d) The payment of the principal amount and interest are regular.

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

v. a) In our opinion and according to the information and explanations given to us, the contracts or arrangements that

need to be entered in the register required to be maintained in pursuance of section 301 of the Act, have been so entered.

b) In our opinion and according to the information and explanations given to us. the transactions made in pursuance of such contracts or arrangements and exceeding the value of five lakh rupees in respect of any party have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public during the year.

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

viii. We have broadly reviewed the books of account relating to materials, labour and other items of costs maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 209 (1) (d) of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

ix. a) The Company has generally been regular in depositing with appropriate authorities undisputed statutory dues

including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales- tax. Wealth Tax, Service Tax. Custom Duty, Excise Duty, Cess (except Cess under section 441A of the Act since the aforesaid section has not yet been made effective by the Central Government) and any other statutory dues applicable to it, except for certain instances of delay. However, there are no such material outstanding statutory dues accrued in accounts as of the last date of the financial year concerned for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, the statutory dues which have not been deposited on account of any dispute are as under;

Name of the statute Nature of the Amount in Period to which Forum where dispute dues Rupees Lacs it relates is pending

Income Tax Act Income Tax 3.21 Assessment Year 2010-11 Income Tax Appellate Tribunal, Ahmedabad

Finance Act 1994 Service Tax 223.58 June 16, 2005 to Sep 2006 Supreme Court

Finance Act 1994 Service Tax 212.79 Oct 2006 to Sep 2007 CESTAT, Ahmedabad

Finance Act 1994 Service Tax 177.37 Oct 2007 to March 2008 CESTAT, Ahmedabad

Gujarat Commercial Tax Commercial Tax 85.23 Year 2008-09 Deputy Commissioner of Commercial Tax (Appeals) Ahmedabad

x. The Company has no accumulated losses at the end of the current financial year. However, it has incurred cash losses during the year but not during the immediately preceding financial year.

xi. The Company has not issued any debentures. However, it had defaulted in repayment of dues to banks and financial institutions. The company approached the consortium of lenders for restructuring of loans which was approved and implemented before end of the year. However, certain equipment loans and unsecured loans from banks and NBFCs were not restructured. The unpaid overdue principal and interest on such loans as at 31/03/2013 are detailed in the Note 4 to the financial statements.

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

xiii. The Company is not a chit fund or a Nidhi / mutual benefit fund / society. Accordingly, the provisions of clause 13 of the Order are not applicable to the Company.

xiv. In our opinion and according to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

xv. In our opinion and according to the information and explanations given to us, the terms and conditions on which the Company has given guarantees for loans taken by others from banks or financial institutions are not prejudicial to the interests of the Company since these guarantees are given for a subsidiary Company promoted by the Company.

xvi. The company has raised new term loans during the year. In our opinion, the term loans were applied for the purpose for which they were raised.

xvii. On an overall examination of the balance sheet of the Company, we report that no funds raised on short term basis have been used for long term investment.

xviii. The Company has not made any preferential allotment of shares during the year to parties and companies covered in the Register maintained under section 303 of the Act.

xix. The Company has not issued any debentures during the year. Accordingly the question of creating securities or charges in respect thereof does not arise.

xx. The Company has not raised any money by way of public issue during the year.

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

For R. K. DOSHI & COMPANY

Chartered Accountants

Regn. No. 102745W



R. K. Doshi

5" July 2013 Partner

Ahmedabad M. No. 032542


Mar 31, 2012

1. We have audited the attached Balance Sheet of JAIHIND PROJECTS LIMITED ("the Company") as at 31st March, 2012, the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended 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 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 in paragraph 3 above, we report as follows:

(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 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 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 31st March, 2012;

(ii) in the case of the Statement of Profit and Loss, 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.

5. On the basis of the written representations received from the Directors as on 31st March, 2012 taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of Section 274(l)(g) of the Companies Act, 1956.

(i) Having regard to the nature of the Company's business / activities / result, clauses (xiii) and (xiv) of paragraph 4 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 explanations 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 explanations given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

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

(iv) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(v) In respect of loans, secured or unsecured, taken by the Company from 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 taken loans aggregating to Rs. 1002.38 lacs from five parties. At the year-end, outstanding balances of such loans was Rs. 958.13 lacs and the maximum amount involved during the year was 7 998.13 lacs.

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

(c) The payments of prindpal amounts and interest in respect of such loans are regular/as per stipulations.

(vi) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business 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.

(vii) 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 have been made at prices which are prima fade reasonable having regard to the prevailing market prices at the relevant time.

(viii) According to the information and explanations given to us, the Company has not accepted any deposit, from the public during the year.

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

(x) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(l)(d) of the Companies Act 1956, related to the laying of pipelines and other related activities, and are of the opinion that prima fade, the prescribed accounts and records have been made and maintained.

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

(a) The Company has not been regular in depositing with appropriate authorities undisputed dues including Provident Fund, Employees' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Cess and other material statutory dues applicable to it As explained to us, the Company did not have any dues on account of Exdse Duty.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Cess and other material statutory dues in arrears as at 31st March, 2012 for a period of more than six months from the date they became payable.

(c) Details of dues of Provident Fund, Employees' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Cess and other material statutory dues which have not been deposited as on 31st March, 2012 on account of disputes are given below:

Statute Nature of Dues Forum where Period to which Amount involved Dispute is pending the amount relates (Rs.in lakhs)

Income Tax Act Income Tax Income Tax Appellate Tribunal, Assessment Year 2009-10 4.14 Ahmedabad

Service Tax Act Service Tax Supreme Court, New Delhi June 16, 2005 to 223.58 September 2006

Service Tax Act Service Tax CESTAT, Ahmedabad October 2006 to 212.79 September 2007

Service Tax Act Service Tax CESTAT, Ahmedabad October 2007 to 177.37 March 2008

Gujarat Commercial Deputy Commissioner of Year 2008-09 85.23 Commer cial Tax Commercial Tax Appeals, Tax Ahmedabad

(xii) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the financial year under report and the immediately preceding financial year.

(xiii) In our opinion and according to the information and explanations given to us, the Company has defaulted in the repayment of dues to banks and financial institutions. Delays were noticed in payment of interest and principal during the year. The unpaid overdue instalments and interest to banks and institutions as at March, 2012 were 7 355.70 Lacs and Rs. 47.59 Lacs respectively as stated in Note 5(d) of the Notes to the finandal statements.

(xiv) In our opinion, the Company has not given any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xv) In our opinion and according to the information and explanations given to us, the Company has given guarantees for loans taken by others from banks or finandal institutions. According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima fade prejudidal to the interest of the Company.

(xvi) The Company has raised new term loans during the year. In our opinion and according to the information and explanations given to us, the term loans outstanding at the beginning of the year and those raised during the year have been applied for the purposes for which they were obtained.

(xvii) 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.

(xviii) According to the information and explanations given to us, the Company has made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956. The prices at which such shares are allotted are not prima facie prejudicial to the interests of the Company. .

(xix) According to the information and explanations given to us, during the year covered by our audit report, no debentures have been issued by the Company and hence the question of creating the securities or charges in respect thereof does not arise.

(xx) During the year, the Company has not made any public issue of shares.

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

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Registration No. 117365W)

Gaurav J.Shah

Partner

AHMEDABAD, 30th May, 2012 (Membership No. 35701)


Mar 31, 2011

1. We have audited the attached Balance Sheet of JAIHIND PROJECTS LIMITED ("the Company") as at 31st March, 2011, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended 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 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 in paragraph 3 above, we report as follows:

(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;

(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 31st March, 2011;

(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.

5. On the basis of the written representations received from the Directors as on 31st March, 2011 taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 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 Company's business/activities/result, clauses (xiii) and (xiv) of paragraph 4 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 explanations 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 explanations given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

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

(iv) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(v) In respect of loans, secured or unsecured, taken by the Company from 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 taken loans aggregating Rs. 103.81 lacs from three parties during the year. At the year-end, outstanding balance of such loans was Rs. 16.50 lacs and the maximum amount involved during the year was Rs. 97.16 lacs.

(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) The payments of principal amounts and interest in respect of such loans are regular/as per stipulations.

(vi) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business 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.

(vii) 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 have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(viii) In our opinion and according to the information and explanations given to us, the Company has not complied with the provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to rate of interest, submission of statement in lieu of advertisement and filing of annual return of deposits. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal.

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

(x) To the best of our knowledge and according to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

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

(a) The Company has been regular in depositing with appropriate authorities undisputed dues, except for certain instances of delay in payment, including Provident Fund, Employees' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Cess and other material statutory dues applicable to it. As explained to us, the Company did not have any dues on account of Excise Duty.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Cess and other material statutory dues in arrears as at 31st March, 2011 for a period of more than six months from the date they became payable.

(c) Details of dues of Provident Fund, Employees' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Cess and other material statutory dues which have not been deposited as on 31st March, 2011 on account of disputes are given below:

(xv) In our opinion and according to the information and explanations given to us, the Company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) 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.

(xvii) 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.

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

Statute Nature Forum where of Dues Dispute is pending

Income Tax Act Income Tax Income Tax Appellate Tribunal,

Service Tax Act Service Tax Supreme Court, New Delhi

Service Tax Act Service Tax CESTAT, Ahmedabad

Service Tax Act Service Tax CESTAT, Ahmedabad

Income Tax Act Income Tax Commissioner of Income Tax (Appeals), Ahmedabad

Gujarat Comme- Commercial Tax Deputy Commissioner rcial Tax of Commercial Tax Appeals, Ahmedabd

Statue Period to Amount which the involved amount relates (Rs. in lakhs)

Income Tax Act Assessment 4.72 Year 2005-06

Service Tax Act June 16, 2005 223.58 to September 2006

Service Tax Act October 2006 212.79 to September 2007

Service Tax Act October 2007 177.37 to March 2008

Income Tax Act Assessment Year 2.53 2008-09

Gujarat Comme- rcial Tax Year 2008-09 85.23

(xii) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the financial year under report and the immediately preceding financial year.

(xiii) 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.

(xiv) In our opinion, the Company has not given any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xix) According to the information and explanations given to us, during the period covered by our audit report, no debentures have been issued by the Company and hence the question of creating the securities or charges in respect thereof does not arise.

(xx) During the year, the Company has not made any public issues of shares.

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

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Registration No. 117365W)

Gaurav J. Shah Ahmedabad, Partner

30th May, 2011 (Membership No. 35701)




Mar 31, 2010

1. We have audited the attached Balance Sheet of JAIHIND PROJECTS LIMITED ("the Company") as at 31st March, 2010, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, both 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 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 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 in paragraph 3 above, we report as follows:

(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;

(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 31st March, 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.

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

Annexure to Auditors Report (Referred to in paragraph 3 of our report of even date)

(i) Having regard to the nature of the Companys business/activities/result, clauses (xiii) and (xiv) of paragraph 4 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 explanations 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 explanations given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

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

(iv) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(v) In respect of loans, secured or unsecured, taken by the Company from 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) During the year, the Company has not taken loans from any such party. At the year-end, outstanding balance of such loans taken during earlier period from two such parties aggregated to Rs. 1 .06 lacs and the maximum amount involved during the year was Rs. 27.90 lacs.

(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) The payments of principal amounts and interest in respect of such loans are regular/as per stipulations.

(vi) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business 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.

(vii) 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 have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(viii) In our opinion and according to the information and explanations given to us, the Company has not complied with the provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to rate of interest, submission statement in lieu of advertisement and filing of annual return of deposits. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal.

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

(x) To the best of our knowledge and according to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

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

(a) the Company has been regular in depositing with appropriate authorities undisputed dues, except for certain instance of delay in payment, including Provident Fund, Employees State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Cess and other material statutory dues applicable to it. As explained to us, the Company did not have any dues on account of Excise Duty.

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

(c) Details of dues of Provident Fund, Employees State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Cess and other material statutory dues which have not been deposited as on 31st March, 2010 on account of disputes are given below:

Statute Nature of Dues Forum where Period to which Amount involved

Dispute is pending the amount relates (Rs. in lakhs)

Income Tax Act Income Tax Income Tax Appellate Tribunal Assessment Year 2005-06 4.72

Service Tax Act Service Tax Supreme Court, New Delhi June 16, 2005 to 223.58

September 2006

Service Tax Act Service Tax CESTAT, Ahmedabad October 2006 to 212.79

September 2007

Service Tax Act Service lax CESTAT, Ahmedabad October 2007 to 177.37

March 2008

(xii) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the financial year under report and the immediately preceding financial year.

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

(xiv) In our opinion, the Company has not given any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xv) In our opinion and according to the information and explanations given to us, the Company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) 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.

(xvii) 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.

(xviii) According to the information and explanations given to us, the Company has made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 at a price which is prima facie not prejudicial to the interests of the Company.

(xix) According to the information and explanations given to us, during the period covered by our audit report, no debentures have been issued by the Company and hence the question of creating the securities or charges in respect thereof does not arise.

(xx) During the year, the Company has not made any public issues of shares.

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

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Registration No. 117365W)

Gaurav J. Shah

Partner

AHMEDABAD, May 31, 2010 (Membership No. 35701)

 
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