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Auditor Report of Jaiprakash Power Ventures Ltd.

Mar 31, 2023

Jaiprakash Power Ventures Limited

Report on the Audit of the Standalone Financial Statements

Qualified Opinion

We have audited the accompanying standalone financial statements of Jaiprakash Power Ventures Limited (“the Company”), which comprise the Balance sheet as at March 31, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flow for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (herein after referred to as “standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, except for the effects / possible effects of our observations stated in “Basis for Qualified Opinion”section below, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, its profit (including other comprehensive income),changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion Attention is drawn to:

(a) As stated in note no. 44(e) of the standalone financial statements for the year ended 31st March, 2023, the Company has given/provided corporate guarantee of USD 1,500 lakhs (31st March, 2022 USD 1,500 lakhs) for loans granted by the lender to Jaiprakash Associates Limited (JAL) (the party to whom the Company is an associate) of amounting to Rs. 70,333 lakhs (31st March,2022 Rs. 70,333 lakhs) for which fair valuation has not been done as per the applicable IND-AS as of 31st March, 2023 and also no provision there against has been made in these standalone financial statements (in the absence of fair valuation impact unascertained).

(b) As stated in note no. 46 and 53(a) of the standalone financial statements for the year ended 31st March, 2023, no provision for diminution in value against long-term investments made in subsidiaries amounting to Rs. 78,089 lakhs including amount of Rs.55,212 lakhs investment in SPGCL (31st March,2022 Rs. 78,795 lakhs and including amount of Rs. 55,207 lakhs investment in SPGCL) (Book Value) has been made by the management as in the opinion of the management such diminution is temporary in nature considering the intrinsic value of the assets, future prospects and settlement of claims as stated in note no.53(d) of the standalone financial statements (impact unascertainable).

Having regard to the above, management of the Company

has concluded that no provision against diminution in value of investment made, as stated above, in subsidiary companies is necessary at this stage.

Matters stated in para (a) and (b) above had also been qualified in our report on preceding year standalone financial statements.

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs), as specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor''s Responsibilities for the Audit of the Standalone Financial Statements'' section of our report. We are independent of the Company in accordance with the ‘Code of Ethics'' issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Emphasis of Matters

We draw attention to the following matters:

(a) As stated in note no. 54 of the standalone financial statements for the year ended 31st March, 2023 regarding outstanding of DMG of Rs. 21,690 lakhs (approx.) (excluding interest, amount not ascertained) (including GST) for which the Company is responsible as principal contractor. As stated in the said note, sand contracts have been sub-contracted on back -to -back basis. Further, as stated, sub-contractor has also submitted required bank guarantees to the DMG (Rs.120 crores) and as per the sub-contracts signed, the sub-contractor is liable to pay due instalments amount including delay charges to DMG. Further, Rs. 3,556 lakhs also due and recoverable from sub-contractor. Balances of sub-contractor and DMG are subject to confirmation and reconciliation. Purchase, sale and inventory of sand have been accounted for as per the statement of the sub-contractor. As stated in note no. 54 and as per contract terms signed with sub-contractor, management believes that there will not be any material impact on these financial statements on this account and amount recoverable from sub-contractor Rs. 25,246 lakhs (Including payable to DMG Rs. 21,690 lakhs) is considered good.

(b) Attention is invited to note no.47 of the standalone financial statements for the year ended 31st March, 2023 regarding dues of Rs. 42,442 lakhs being the amount excess paid to the Company as assessed and estimated by the UPPCL as stated in note including carrying cost (excess payment made to the Company towards income tax and secondary energy charges for financial years 2007-08 to 2019-20 and 2014-15 to 2019-20 respectively) against which UPPCL has also hold back Rs. 22,500

lakhs (including carrying cost of Rs. 13,581 lakhs up to March 2023). As stated in the note in the opinion of the management, Company has credible case in its favour and disallowance made by the UPPCL on account of income tax and secondary energy charges are not in line with the terms of PPA signed with UPPCL. Accordingly, as stated in the said note, no provision against the stated amount and carrying cost has been considered necessary by the management at this stage and the amount deducted / retained by UPPCL of amounting to Rs. 22,500 lakhs and shown as recoverable is considered good by the management.

(c) As stated in note no. 48 (i) of the standalone financial statements for the year ended 31st March, 2023, no provision has been considered necessary by the management against Entry Tax in respect of Unit- Nigrie STPP (including Nigrie Cement Grinding Unit) amounting to Rs. 10,871 lakhs (31st March, 2022 Rs. 10,871 lakhs) and interest thereon (impact unascertainable). In respect of the stated unit, receipts of approval for extension of the time for eligibility for exemption from payment of entry tax is pending from concerned authority, as stated in the said note, for which the company has made representations before the concerned authority and management is confident for favourable outcome. Against the above entry tax demand, till date of Rs. 6,685 lakhs (31st March,

2022 Rs. 6,085 lakhs) has been deposited and shown as part of other non-current assets which in the opinion of the management is good and recoverable.

(d) As stated in note no. 59(a) & 59(c) of the standalone financial statements for the year ended 31st March,

2023 regarding pending confirmations/reconciliation of balances of certain secured and unsecured borrowings (current & non-current), banks (including certain fixed deposits), trade receivables/payables (including MSME parties) and others (including capital creditors and of Sub-contractors, CHAs and receivables/payables from/to related parties), liabilities, loans & advances and inventory lying with third parties/in transit. In this regard, as stated in the note, internal control is being strengthened through process automation (including for as stated in note no.59(b) regarding of fuel procurement and consumption processes which are in process of further strengthening). The management is confident that on confirmation/ reconciliation there will not be any material impact on the state of affairs as stated in said notes.

(e) For deferred tax assets (net) on unabsorbed depreciation & business losses and of MAT credit entitlement as on 31st March 2023 of amounting to Rs. 2,216 lakhs and Rs. 2,049 lakhs respectively, the Management is confident about its realisability. Accordingly, these are considered good by the management as stated in Note no. 66(c) of the audited standalone financial statements for the year ended 31st March, 2023.

(f) As stated in the note no. 52 of the standalone financial statements for the year ended 31st March 2023 regarding the pending recovery of capacity charges of amounting to Rs. 17,706 lakhs (31st March, 2022 Rs. 17,706 lakhs), which have been disputed by MPPMCL. Company is

contesting with MPPMCL and had filed petitions with MPERC as stated in the said note, which partially allowed the claim of the Company and Company has filed an appeal with APTEL and also MPPMCL has filed an appeal with APTEL against Order of MPERC. As stated in note, in the opinion of the management, above stated amount (and also delayed payment surcharge of Rs. 3795 lakhs till Oct''21) is good and fully recoverable and hence no provision has been considered necessary by the management at this stage.

Our opinion is not modified in respect of above stated matters in para (a) to (f).

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the financial year ended March 31,2023. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

In addition to the matter described in the “Basis for Qualified Opinion” and “Emphasis of Matters” section we have determined the matters described below to be the key audit matter to be communicated in our report. For each matter below, our description of how our audit addressed the matter is provided in that context:

Description of Key Audit Matters

Audit procedure to address the key audit matters

Accounting for revenue

Company’s power sales revenues are accounted for in accordance with provisional/ multi-year tariff orders and sometime based on past provisional approved/notified tariff rates determined by regulator which are subject to true up. The method of determining such tariff is complex and judgmental and requires estimates and assumptions with respect to the annual capacity charges consisting of depreciation, interest on loan, return on equity, interest on working capital and operation & maintenance expenses etc. which may vary and require adjustments at the time of true up and may have significant impact on the revenue(Note no. 31 and 61 of the standalone financial statements).

Our procedures included:

1. Considering the Company’s accounting policies with respect to accounting of the true up adjustments;

2. Reviewed past completed assessment/ final price determination;

3. Assessing the appropriateness of the Company’s revenue recognition accounting policies in line with Ind AS 115 (“Revenue from Contracts with Customers”) and the testing thereof.

4. Where relevant internal assessment, reading external legal advice obtained by management;

5. Meeting with Sr. management/officials and reading subsequent correspondence including regulatory orders issued by the concerned authority from time to time;

6. Verification of basis for the raising invoices (including for the earlier period) and realization made against the same with the orders of the regulators; and

7. Reading the loan agreements with the lenders to assess applicable interest rate and other charges and/or other terms/ conditions of such agreements.

8. Performing analytical procedures on current year revenue based on the monthly/seasonal trends and where appropriate, conducting further enquiries and testing.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report, but does not include the standalone financial statements and our auditor''s report thereon. The Annual Report is expected to be made available to us after the date of this Auditors'' Report. Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position/state of affairs, financial performance, total comprehensive income,changes in equity andcash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance

with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with

governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current periodand are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Companies Act, 2013, we give in the “Annexure A”a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

(c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income,Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account;

(d) In our opinion,except for the effect / possible effect of the matters described in ‘Basis for Qualified Opinion'' section above, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Companies Act,2013;

(e) The matters described in ‘Basis for Qualified Opinion'' paragraph above, in our opinion, may have an adverse effect on the functioning of the Company;

(f) On the basis of the written representations received from the directors as on March 31st, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31st, 2023 from being appointed as a director in terms of Section 164 (2) of the Act;

(g) With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to these standalone financial statements and the operating effectiveness of such controls, refer to our separate Report in “Annexure B” to this report. Our report express modified opinion on the adequacy and operation effectiveness of the company''s internal financial controls over financial

reporting;

(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, as amended in our opinion and to the best of our information and according to the explanations given to us:

i) The Company has disclosed the impact of pending litigations on its financial position in itsfinancial statements - Refer Note no. 44to the standalone financial statements;

ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

iii) There were no amount which required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31st March, 2023.

iv) a) The management has represented that to

the best of its knowledge and belief, no funds (which are material either individually or in aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

b) The management has represented that, no funds (which are material either individually or in aggregate) have been received by the company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

c) Based on such audit procedures that we have considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) above as required by Rule11( e) of Companies (Audit & Auditors) Rules, 2014, as amended, contain any material mis-statement.

v) The Company has not declared or paid dividend during the year, accordingly the provisions of

section 123 of the Companies Act, 2013 are not applicable.

vi) Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from 1st April, 2023, and accordingly, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended 31st March, 2023.

(i) In our opinion and to the best of our information and according to the explanation given to us, the managerial remuneration for the year ended 31st

March, 2023 has been paid/ provided for by the Company to its directors in accordance with the provisions of Section 197 read with Schedule V to the Act.

For LODHA & CO.

Chartered Accountants

ICAI Firm Registration Number: 301051E

(N K Lodha)

Partner

Membership Number:085155 UDIN : 23085155BGXASO2974 Place: New Delhi Date: 9th May, 2022


Mar 31, 2022

Report on the Audit of the Standalone Financial Statements Qualified Opinion

We have audited the accompanying standalone financial statements of Jaiprakash Power Ventures Limited (“the Company”), which comprise the Balance sheet as at March 31, 2022, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flow for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (herein after referred to as “standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, except for the effects / possible effects of our observations stated in “Basis for Qualified Opinion” section below, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2022, its profit (including other comprehensive income),changes in equity and its cash flows for the year ended on that date.

Basis for Qualified OpinionAttention is drawn to:

(a) As stated in note no. 44(e) of standalone financial statements for the year ended 31st March, 2022, the Company has given/provided corporate guarantee of USD 1,500 lakhs (previous year USD 1,500 lakhs) for loans granted by the lender to Jaiprakash Associates Limited (JAL) (the party to whom the Company is an associate) of amounting to Rs. 70,333 lakhs (previous year Rs. 70,333 lakhs) for which fair valuation has not been done as per the applicable IND-AS as of 31st March, 2022 and also no provision there against has been made in these standalone financial statements (in the absence of fair valuation impact unascertained).

(b) As stated in note no. 46 and 53(a) of standalone financial statements for the year ended 31st March, 2022, no provision for diminution in value against certain longterm investments made in subsidiaries amounting to Rs. 78,795 lakhs (previous year Rs. 78,785 lakhs and including amount of Rs. 55,207 lakhs investment in SPGCL) (Book Value) has been made by the management as in the opinion of the management such diminution is temporary in nature considering the intrinsic value of the assets, future prospects and settlement of claims (impact unascertainable).

Having regard to the above, management of the Company has concluded that no provision against diminution in value of investment made, as stated above, in subsidiary companies is necessary at this stage.

Matters stated in para (a) and (b) above had also been qualified in our report on preceding year standalone financial statements.

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs), as specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor''s Responsibilities for the Audit of the Standalone Financial Statements'' section of our report. We are independent of the Company in accordance with the ‘Code of Ethics'' issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Emphasis of Matters

We draw attention to the following matters:

(a) As stated in note no. 47 of standalone financial statements for the year ended 31st March, 2022, regarding the claims of UPPCL of Rs. 39,970 lakhs (including carrying cost of Rs. 2,916 lakhs for year ended 31st March,2022 and Rs 8,193 lakhs for the financial year 2018-19 to 2020-21) against disallowances made in respect of a unit VHEP of the Company towards income tax and secondary energy charges (paid / accounted for) in earlier years which is to be refunded back to UPPCL in view of Order of UPERC. Against the Order of UPERC as stated in the note no. 47 of the standalone financial statements, Company has filed an Appeal with APTEL. As stated, Company believes that it has a credible case in its favour and disallowance made by the UPPCL on account of income tax and secondary energy charges are not in line with the terms of PPA signed with UPPCL. Accordingly, as stated in the said note, no provision against the stated amount and carrying cost has been considered necessary by the management at this stage and amount deducted / retained by UPPCL amounting to Rs.16,044 lakhs is considered good.

(b) As stated in Note no. 48(i) of the standalone financial statements for the year ended 31st March, 2022, no provision has been considered necessary by the management against Entry Tax in respect of Unit- Nigrie STPP (including Nigrie Cement Grinding Unit) amounting to Rs. 10,871 lakhs (previous year Rs. 10,871 lakhs) and interest thereon (impact unascertainable). As stated in said note, in respect of the stated unit receipts of approval

for extension of the time for eligibility for exemption from payment of entry tax is pending before concerned authority, for which the management is confident for favourable outcome. Against the above entry tax demand, till date of Rs. 6,085 lakhs (till 31.03.2021 Rs. 5,885 lakhs) has been deposited and shown as part of other noncurrent assets which in the opinion of the management is good and recoverable.

(c) As stated in note no. 59(a) & 59(c) of the standalone financial statements for the year ended 31st March, 2022 regarding pending confirmations/reconciliation of balances (this is to be read with note no. 54 of standalone financial statements) of certain secured and unsecured borrowings (current & non-current), banks (including certain fixed deposits), trade receivables/payables (including of micro and small) and others (including capital creditors and of Sub-contractors, CHAs and receivables/payables from/to related parties), liabilities, loans & advances and inventory lying with third parties/in transit. In this regard, as stated in the note, internal control is being strengthened through process automation. The management is confident that on confirmation/ reconciliation there will not be any material impact on the state of affairs as stated in said notes.

(d) For deferred tax assets (net) on unabsorbed depreciation & business losses and of MAT credit entitlement as on 31st March 2022 of amounting to Rs. 12,041 lakhs (previous year Rs. 22,841 lakhs) and Rs. 9,034 lakhs (previous year Rs. 18,297 lakhs) respectively, the Management is confident about its realisability. Accordingly, these have been considered good by the management as stated in Note no. 66(c) of the standalone financial statements for the year ended 31st March, 2022.

(e) As stated in the Note no. 56 of the standalone financial statements for the year ended 31st March, 2022, fair value of Jaypee Nigrie Cement grinding unit being in excess as compared to the carrying value (as on 31st March 2022 carrying value amounting to Rs. 23,699 lakhs), as assessed by the management considering the expected future cash flows. Also, management is of the view that no impairment provision in the carrying amount of property, plant and equipment (including capital work-in-progress) is necessary at this stage considering above stated reasons.

(f) As stated in the Note no. 52 of the standalone financial statements for the year ended 31st March, 2022 regarding the pending recovery of capacity charges of amounting to Rs. 17,706 lakhs (31st March, 2021 Rs. 19,535 lakhs) as stated in the said note, which have been disputed by MPPMCL. Company is contesting with MPPMCL and also has filed petitions with MPERC as stated in said note and in the opinion of the management, above stated amount is good and fully recoverable and hence no provision has been considered necessary by the management at this stage.

Our opinion is not modified in respect of above stated matters

in para (a) to (f).

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the financial year ended March 31,2022. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

In addition to the matter described in the “Basis for Qualified Opinion” and “Emphasis of Matters” section we have determined the matters described below to be the key audit matters to be communicated in our report. For each matter below, our description of how our audit addressed the matter is provided in that context:

Description of Key Audit Matters

Audit procedure to address the key audit matters

Accounting for revenue

Company’s power sales revenues are accounted for in accordance with provisional/ multi-year tariff orders and sometime based on past provisional approved/notified tariff rates determined by regulator which are subject to true up. The method of determining such tariff is complex and judgmental and requires estimates and assumptions with respect to the annual capacity charges consisting of depreciation, interest on loan, return on equity, interest on working capital and operation & maintenance expenses etc. which may vary and require adjustments at the time of true up and may have significant impact on the revenue(Note no. 61 of the standalone financial statements).

Our procedures included:

1. Considering the Company’s accounting policies with respect to accounting of the true up adjustments;

2. Reviewed past completed assessment/ final price determination;

3. Where relevant internal assessment, reading external legal advice obtained by management;

4. Meeting with Sr. management/officials and reading subsequent correspondence including regulatory orders issued by the concerned authority from time to time;

5. Verification of basis for the raising invoices (including for the earlier period) and realization made against the same with the orders of the regulators; and

6. Reading the loan agreements with the lenders to assess applicable interest rate and other charges and/or other terms/ conditions of such agreements.

Contingent liabilities/claims against the company and Diminution provision

The Company is facing a number of threats including legal and regulatory proceedings. The determination of the provision which required to be made and/ or the level of disclosure to be made required/involves a high degree of judgment. Accordingly, provisions and contingent liabilities being considered as a key audit matter (Note no 44 and 47 to 49 of the standalone financial statements).

1. Evaluating the design of, and testing, key controls in respect of litigation and regulatory procedures;

2. Where relevant, reading external legal advice obtained by management;

3. Meeting with officials/management and reading correspondence, minutes of meetings etc;

4. Assessing management’s conclusions through understanding precedents set in similar cases; and

5. Assessed the appropriateness of the disclosures included in Note no. 44 and 47 to 49 of the standalone financial statements.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information of the Annual Report which include under the heading in the Management Discussion and Analysis, Board''s Report including Annexure to Board''s Report,Corporate Governance and Shareholders Information but does not include the standalone financial statements and our auditor''s report thereon, which we have obtained, and theBusiness Responsibility Report is expected to be made available after the date of this auditor''s report.Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.We have nothing to report in this regard.

When we read the Business Responsibility Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position/state of affairs, financial performance, total comprehensive income,changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current periodand are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Companies Act, 2013, we give in the “Annexure A”a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

(c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income,Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account;

(d) In our opinion,except for the effect / possible effect of the matters described in ‘Basis for Qualified Opinion'' section above, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Companies Act,2013;

(e) The matters described in ‘Basis for Qualified Opinion'' paragraph above, in our opinion, may have

an adverse effect on the functioning of the Company;

(f) On the basis of the written representations received from the directors as on March 31st, 2022taken on record by the Board of Directors, none of the directors is disqualified as on March 31st, 2022 from being appointed as a director in terms of Section 164 (2) of the Act;

(g) With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to these standalone financial statements and the operating effectiveness of such controls, refer to our separate Report in “Annexure B” to this report. Our report express modified opinion on the adequacy and operation effectiveness of the company''s internal financial controls over financial reporting;

(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, as amended in our opinion and to the best of our information and according to the explanations given to us:

i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note no. 44 to the standalone financial statements;

ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

iii) There were no amount which required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31st March, 2022.

iv) a) The management has represented that to

the best of its knowledge and belief, no funds (which are material either individually or in aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. b) The management has represented that, no funds (which are material either individually or in aggregate) have been received by the company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner

whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

c) Based on such audit procedures that we have considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) above as required by Rule11( e) of Companies (Audit & Auditors) Rules, 2014, as amended, contain any material mis-statement.

v) The Company has not declared or paid dividend during the year, accordingly the provisions of section 123 of the Companies Act, 2013 are not applicable.

(i) In our opinion and to the best of our information and according to the explanation given to us, the managerial remuneration for the year ended 31st March, 2022 has been paid/ provided for by the Company to its directors in accordance with the provisions of Section 197 read with Schedule V to the Act.

For LODHA & CO.

Chartered Accountants

ICAI Firm Registration Number: 301051E

Gaurav Lodha

Partner

Membership Number:507462

UDIN : 22507462AJSXMM5904

Place: New Delhi

Date: 27th May, 2022


Mar 31, 2018

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of JAIPRAKASH POWER VENTURES LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2018, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone 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 standalone 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 of the standalone financial statements 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 standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone 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 standalone 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 the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone financial statements.

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

Basis of Qualified opinion

Attention is drawn to:

(a) Note no 55 (b) of standalone financial statements regarding invocation of the pledged shares of Prayagraj Power Generation Company Limited (PPGCL), a subsidiary of the Company, pledged by the Company in favour of the lenders of PPGCL, amounting to Rs. 289,038 lacs (Including Investment and loan components of compound financial instrument-Optionally Convertible Preference Shares). Consequent upon invocation of entire pledged shares, PPGCL ceased to be subsidiary of the Company w.e.f 18th December, 2017. Pending disposal/ transfer of shares by the Lenders, no provision has been considered necessary in these financial statements by the management, as impact, if any is currently unascertainable.

(b) As stated in note no. 45 (e) of the standalone financial statements, The Company has given the corporate guarantees for loans granted by the lenders to Jaiprakash Associates Limited (JAL) (the party to whom the company is associate) and to PPGCL (erstwhile subsidiary of Company) of amounting to Rs. 84,557.33 lacs and Rs. 110,000 lacs respectively for which fair valuation has not been done as per the applicable IND-AS as of 31 March 2018. In the absence of fair valuation of the said corporate guarantees, we are not able to ascertain the impact of the same on the loss for the year and the state of affairs of the Company.

(c) As stated in note no. 55 (a) and 47 of the standalone financial statements, no provision for diminution in value against certain long term investments of amounting to Rs. 277,486 lacs (Book Value) (“Including investment in trust which in turn holding investment in the Company”) has been made by the management as in the opinion of the management such diminution is temporary in nature considering the intrinsic value of the assets, future prospects and claims.

Having regard to the above, management of the Company has concluded that no provision against diminution is necessary at this stage.

(d) Company has not provided Interest on outstanding Foreign Currency Convertible Bonds (FCCBs) and penal interest on certain loans of amounting to Rs. 4,618 lacs and Rs. 3,040.94 lacs as stated in Note no. 59 (a) and no. 59 (b) respectively of the standalone financial statements. Had the interest provision been made, the loss for the year of the Company would have increased by the said amount

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, Except for the effects/ possible effects of our observation stated in “Basis of Qualified Opinion paragraph" above, 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, including Ind AS specified, of the state of affairs (financial position) of the Company as at March 31, 2018, and its loss (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Emphasis of matter:

We draw attention to the following matters:

(a) As Stated in Note no. 49 of the standalone financial statements, no provision against Entry Tax in respect of Bina unit and Nigrie Power & Cement unit amounting to Rs.11,533 lacs & Rs. 9,074 lacs respectively and interest thereon (impact unascertainable)as stated in said note has been made by the company. The concerned authority once issued the exemption certificate in respect of Bina unit for exemption of entry tax later on cancelled & in respect of Nigrie Power and Cement unit receipts of approval for extension of the time for eligibility of exemption from payment of Entry tax is pending, as stated in the said notes for which the company has made representations before the concerned authority and management is confident for favourable outcome. Against the entry tax demand till date Rs.1,946 lacs and Rs. 2,580 lacs has been deposited (and shown as part of other non-current assets) in respect of Bina unit and Nigrie Power & Cement unit respectively which is in the opinion of the management good and recoverable

(b) Pending confirmations/reconciliation of balances of certain secured and unsecured loans, balances with banks, trade receivables, trade and other payables (including capital creditors)(Including receivables/payables from/to related parties) and loans & advances. The management is confident that on confirmation/reconciliation there will not be any material impact on the state of affairs as stated in Note no. 61 of the standalone financial statements.

(c) For deferred tax assets on unabsorbed depreciation and business losses recognised and MAT credit entitlement of amounting to Rs. 90,544 lacs and Rs. 31,631 lacs respectively, the Management is confident about realisability. Accordingly, these have been considered good and no provision there against at this stage is considered necessary by the management as stated in Note no. 68 (c) of the standalone financial statements.

(d) As stated in Note no. 64 of the standalone financial statements, the Company is in the process of making application to the Central Government/seeking approval of the Central Government for payment of remuneration/excess remuneration amounting to Rs. 1067.33 lacs to the directors in the financial years 2013-14 and 2015-16 onwards (including for as stated in said note against rejection of the Company’s application).

(e)

i. As stated in the Note no. 58 of the standalone financial statements, the Company has signed an agreement for sale of its Jaypee Nigrie Cement grinding unit (JNCGU) (2 million MT capacity) and as stated in the said note, the Company is currently in process of compliance of certain terms and conditions of agreement dated 31st May 2017. As assessed by an expert and by the management carrying value is lower than the fair value of Cement unit hence no provision for impairment at this stage is considered necessary.

ii. As stated in the Note no. 57 of the standalone financial statements, fair value of fixed assets of power plants (JNSTPP and JBTPP) (including Land, Building, Plant & Machinery capitalized or under CWIP) being in excess as compared to the carrying value, as estimated by a technical valuer and for the reasons explained in the said note, management is of the view that no impairment provision in the carrying amount of fixed assets (including capital work-in-progress) is necessary at this stage.

(f) During the financial year ended 31st March, 2018, the Company has incurred cash loss, and its current liabilities exceed its current assets as at 31st March, 2018. However, for the reasons stated in the Note no.60 of the standalone financial statements, these standalone financial statements are prepared on going concern basis.

Our opinion is not modified in respect of above stated matters. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order

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

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

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

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

d) I n our opinion, except for the effect / possible effect of the matters described in ‘Basis of Qualified Opinion’ paragraph above, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with relevant rule issued thereunder.

e) The Matters described in ‘Basis of Qualified opinion’ paragraph above in our opinion, may have an adverse effect on the functioning of the Company.

f) on the basis of the written representations received from the directors of the Company as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164(2) of the Act.

g) As required by section 143(3)(i) of the Companies Act, 2013, and based on the checking of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, our separate report with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls is as per Annexure ‘B’.

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, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer note no. 45 to the standalone financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

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

Other Matter

The Comparative financial statements for year ended 31st March 2017 prepared in accordance with Ind AS have been audited by the predecessor auditor, on which they had expressed an unmodified opinion vide their report dated 29 May 2017. Our audit report is not qualified in respect of this matter.

Annexure “A” referred to in paragraph 1 under the heading “Report on other legal and regulatory requirements” of our report of even date on the standalone financial statements of Jaiprakash Power Ventures Limited for the year ended 31st March 2018

I.

a. As informed to us, the Company is in the process of compiling proper records showing full particulars, including quantitative details and situation of fixed assets.

b. Some of the fixed assets have been physically verified by the management according to the programme of periodical verification in phased manner (to cover over the period of three years) which in our opinion is reasonable having regard to the size of the Company and the nature of its fixed assets. The discrepancies noticed on such physical verification were not material.

c. As per the records and information made available, the title deeds of immovable properties are held in the name of the company, except the parcel of land of Rs. 686.35 Lakhs at Bina power plant which is in the name of the erstwhile company which has since merged with the company vide Court Order dated 25th July 2011.

II. The inventory of the Company (except stock lying with the third parties and in transit) has been physically verified by the management/outside agencies at reasonable intervals and in respect of inventory of stores & spares there is perpetual inventory system and a substantial portion of the stocks have been verified during the year. In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable in relation to the size of the Company and nature of its business. As informed to us, material discrepancies noted on verification carried during the year, between the physical stocks and the book records have been properly adjusted in the books of accounts.

III. The Company has not granted any loans, secured or unsecured to any companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of Clause 3(iii) (a), (b) & (c) of the Order are not applicable.

IV. According to the information, explanations and representations provided by the management and based upon audit procedures performed, we are of the opinion that in respect of loans, investments, guarantees and security, the Company has complied with the provisions of the Section 185 and 186 of the Companies Act, 2013.

V. In our opinion and according to the information and explanations given to us, the Company has complied with the directive issued by the Reserve Bank of India and the provisions of Section 73 to 76 of the Act or any other relevant provisions of the Act and the rules framed there under (to the extent applicable). Based on the records and information and explanations provided to us, the company has not accepted any deposit from the public during the year. We have been informed that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or other Tribunal in this regard.

VI. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products. We have broadly reviewed the same, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

VII.

a. According to the records of the Company, undisputed statutory dues including provident fund, employees’ state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues, wherever applicable, have generally been deposited though with delays with the appropriate authorities during the year in some cases which have been paid with applicable interest amount and there are no such undisputed statutory dues payable for a period of more than six months from the date they became payable as at 31st March, 2018 except interest on VAT and Electricity duty/cess of Rs. 264 lacs and Rs. 4,157 lacs respectively.

b. According to the records and information & explanations given to us, there are no material dues in respect of service tax, duty of customs and duty of excise that have not been deposited with the appropriate authorities on account of any dispute and the dues in respect of Income Tax, Sales tax/Value added tax,Cess and Entry Tax that have not been deposited with the appropriate authority on account of dispute and the forum where the dispute is pending are given below: -

Name of Statute

Nature of dues

Period to which amount relates

Forum where dispute is pending

Amount in Rs. Lacs

Income Tax Act, 1961

Income Tax

FY 2004-05

Commissioner of Income Tax (Appeals), Mumbai

172

Income Tax Act, 1961

Income Tax

FY 2011-12

Appellate Tribunal.Jabalpur (Appeal yet to be filed)

436

Diversion Tax and Land Cess

Diversion Tax and LandCess Cess

Since FY 1998-99

Commissioner, Sagar

44

Diversion Tax and Land Cess

Diversion Tax and Land Cess

Since FY 1998-99

Board of Revenue, Gwalior

8

Entry Tax under the M.P VAT Act, 2002

Entry Tax

FY 2012-13, 2013-14 and 2014-15

Additional Commissioner of Commercial Tax, Bhopal

6,399

Entry Tax under the M.P VAT Act, 2002

Entry Tax

FY 2014-15, and 2015-16

Appellate Authority and Additional Commissioner of Commercial Tax, Jabalpur

3,747

M.P VAT Act, 2002

VAT

FY 2015-16

App. Authority, Additional Commissioner of Commercial Tax, Jabalpur

108

The

Uttarakhand Water Tax on Electricity Generation Act, 2012

Water Tax

FY 2015-16, 2016-17, & 2017-18

Hon’ble High Court, Nainital

1676

The

Uttarakhand Green Energy Cess Tax Act, 2014

Green Energy Cess

FY 2015-16, 2016-17, & 2017-18

Hon’ble High Court, Nainital

4246

Building and Other Construction Workers Welfare Cess

Building and Other Construction Workers Welfare Cess

Upto FY 16-17

Hon’ble High Court, Jabalpur, Madhya Pradesh

7185

(read with note no. 61)

VIII. In our opinion, on the basis of audit procedures and according to the information and explanations given to us, there are no dues to debenture holders; however the company has defaulted in repayment of dues (including interest) to financial institutions and banks wherein the delay ranges from 1 day to 728 days. The lender wise detail of amount of default at year-end is as follows:

Overdue Outstanding Interest

Name of Banks / Financial Institutions

Amount in Rs. Lacs

Range period

Allahabad Bank

98

1-90 Days

Bank of Baroda

3,336

1-394 Days

Bank of Maharshtra

1,354

1-394 Days

Canara Bank

4,111

1-454 Days

Central Bank of India

15,221

1-728 Days

Corporation Bank

2,512

1-364 Days

Foreign Currency Loans/Bonds

5,268

319 Days

ICICI Bank

26,110

1-454 Days

IDBI Bank

9,265

1-728 Days

Infrastructure Development Finance Conpany Limited

3,300

1-394 Days

Indian Overseas Bank

3,928

1-634 Days

Jammu & Kashmir Bank

127

1-90 Days

LIC of India

5,433

1-634 Days

Oriental Bank of Commerce

5,475

1-728 Days

Punjab National Bank

9,496

1-424 Days

State Bank of India

8,393

1-454 Days

SREI Equipment Finance Limited

63

1-454 Days

Syndicate Bank

5,844

1-634 Days

UCO Bank

6,544

1-424 Days

United Bank of India

11,215

1-634 Days

Total

1,27,093

Overdue Outstanding dues As on 31.03.2018

Name of Banks/Financial Institution/Government

Amount in Rs. Lacs

Range Period

Allahabad Bank

720

61-364 Days

Bank of Baroda

54

1-638 Days

Canara Bank

1,595

1-453 Days

Central Bank of India

2,760

61-364 Days

Foreign Currency Bonds

66,269

181-364 Days

ICICI Bank

29,774

1-384 Days

IDBI Bank

9,266

61-608 Days

Jammu & Kashmir Bank

780

61-364 Days

Oriental Bank of Commerce

945

1-664 Days

Punjab National Bank

1,700

61-364 Days

State Bank Of India

5,732

1-638 Days

SREI Equipment Finance limited

429

1-90 Days

United Bank Of India

380

61 - 90 Days

State Govt. of UP*

1,000

6-7 years

Cash Credit facility/working capital from Banks

28,678

1 to - 364 days

Total

150,082

*read with note no. 24.9 (i) and note no 61 to the standalone financial statements

Default in repayment of dues during the Year

Name of Banks/Financial Institution

Amount in Rs. Lacs

Range Period

Allahabad Bank

1,224

1-30 Days

Andhra Bank

506

1-90 Days

Bank of Baroda

831

61-90 Days

Canara Bank

240

61-90 Days

Central Bank of India

920

31-60 Days

Dena Bank

984

1-90 Days

ICICI Bank

600

1-90 Days

IDBI Bank

3,461

1-180 Days

Jammu & Kashmir Bank

260

31-60 Days

Oriental Bank of Commerce

1,238

1-90 Days

Punjab National Bank

1,700

61-364 Days

State Bank Of India

2,727

1-90 Days

SREI Equipment Finance limited

1,586

61-364 Days

United Bank Of India

1,140

31-90 Days

Total

17,417

IX. On the basis of information and explanations given to us, term loan were applied for the purpose for which the loans were obtained. No moneys have been raised during the year by way of initial public offer or further public offer (including debt instruments).

X. Based on the audit procedure performed and on the basis of information and explanations provided by the management, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the course of the audit.

XI. According to the information and explanations given to us and based on our examination of the records of the Company, managerial remuneration has been paid/provided [pending Central Government’s & other necessary approvals and read with note no 64] in accordance with the requisite approval mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013

XII. In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

XIII. According to the information and explanations and records made available by the management of the Company and audit procedure performed, for transactions with the related parties during the year, the Company has complied with the provisions of Section 177 and 188 of the Act. As explained and as per records, details of related party transactions have been disclosed in the Ind AS financial statements as per the applicable Indian Accounting Standards.

XIV. According to the information and explanations given to us, the company has not made any preferential allotment of shares or fully / partly convertible debentures during the year in terms of provisions of Section 42 of the Act.

XV. On the basis of records made available to us and according to information and explanations given to us, the Company has not entered into non-cash transactions with the directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

XVI. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934, as the provision of section is not applicable to the Company.

ANNEXURE “B” TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF JAIPRAKASH POWER VENTURES LIMITED

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 JAIPRAKASH POWER VENTURES LIMITED (“the Company”) as of March 31, 2018 in conjunction with our audit of the standalone 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 (ICAI). 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.

Auditor’s 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”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. 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 authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized 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.

Qualified opinion

According to the information and explanations given to us and based on our audit, the following material weaknesses have been identified as at March 31, 2018:

(i) Evaluation and assessment of recoverability including provision to be made there against in respect of certain investments made (“Including investment in trust which in turn holding investment in the Company”) were not carried out which could potentially result in, the Company not recognizing sufficient provision there against. [note no. 55 (a), (b) & 47].

(ii) Fair valuation of corporate guarantees provided by the Company against loans granted by the lenders to Jaiprakash Associates Limited (the party to whom the company is associate) and to PPGCL (erstwhile subsidiary of Company) as per applicable IND-AS as on 31 March 2018, has not been carried out which could potentially material impact in the financial statements.[note 45(e)].

A ‘Material weakness’ is a deficiency, or a combination of deficiencies in internal financial controls over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

In our opinion,except for the effects/possible effects of the material weaknesses described above on the achievement of the objectives of the control criteria, 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 of March 31, 2018, 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.

We have considered the material weaknesses identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the March 31, 2018 standalone financial statements of the Company, and these material weaknesses affect our opinion on the standalone financial statements of the Company for the year ended 31st March 2018.

Emphasis of matter:

Attention is drawn to:

Internal control system for financial reporting w.r.t. balance confirmation/reconciliations of certain secured and unsecured loans, balances with banks, trade receivables, trade and other payables (including capital creditors)(Including receivables/ payables from/to related parties) and loans & advances (read with note no. 61) and further this to be read with other matters stated under heading “Emphasis of Matters”in our report, may potentially have material impact in the financial statements.

For LODHA& CO.

Chartered Accountants

Firm’s Registration No. 301051E

N.K. Lodha

Partner

Membership No. 085155

Place : New Delhi

Dated : 5th May, 2018


Mar 31, 2017

INDEPENDENT AUDITOR''S REPoRT

To the Members OF

JAIPRAKASH Power VENTURES LIMITED

Report on the Indian Accounting Standards (Ind AS) Financial

Statements

We have audited the accompanying financial statements OF JAIPRAKASH POWER VENTURES LIMITED (“the Company”) which comprise the Balance Sheet as at March 31, 2017, the Statement OF Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement OF Changes in Equity for the year then ended, and a summary OF significant accounting policies and other explanatory information.

Management’s Responsibility for the Ind AS Financial Statements

The Company''s Board OF Directors is responsible for the matters stated in Section 134(5) OF the Companies Act, 2013 (“the Act”) with respect to the preparation OF these Ind AS financial statements that give a true and fair view OF the financial position, financial performance (including other comprehensive income), cash flows and changes in equity OF the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 OF the Act. This responsibility also includes maintenance OF adequate accounting records in accordance with the provisions OF the Act for safeguarding the assets OF the Company and for preventing and detecting frauds and other irregularities; selection and application OF appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance OF adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness OF the accounting records, relevant to the preparation and presentation OF the Ind AS 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 Ind AS financial statements based on our audit.

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment OF the risks OF material misstatement OF the Ind AS 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 Ind AS 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 the accounting policies used and the reasonableness OF the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation OF the Ind AS financial statements.

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

opinion

In our opinion and to the best OF our information and according to the explanations given to us, the aforesaid Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, OF the state OF affairs OF the Company as at March 31, 2017, and its loss (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date. other Matter

The financial information OF the Company for the year ended March 31, 2016 and the transition date opening balance sheet as at April 1, 2015 included in these Ind AS financial statements, are based on the previously issued statutory financial statements for the year ended March 31, 2016 and March 31, 2015 prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (as amended) which were audited by us, on which we expressed an unmodified opinion dated May 27, 2016 and May 30, 2015 respectively. The adjustments to those financial statements for the differences in accounting principles adopted by the Company on transition to the Ind AS have been audited by us.

Our opinion is not qualified in respect OF this matter.

Report on other Legal and Regulatory Requirements 1. As required by Section 143 (3) OF the Act, we report that:

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

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

c) The Balance Sheet, the Statement OF Profit and Loss (including Other Comprehensive Income), the Statement OF Changes in Equity, and the Cash Flow Statement dealt with by this Report are in agreement with the books OF account.

d) In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 OF the Act.

e) On the basis OF the written representations received from the directors as on March 31, 2017 taken on record by the Board OF Directors, none OF the directors is disqualified as on March 31, 2017 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 A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness OF the Company''s internal financial controls over financial reporting.

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

i. The Company has disclosed the impact OF pending litigations on its financial position in its Ind AS financial statements-Refer Note 49 to the financial statements;

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

iii. There are no amounts that were due for being transferred to the Investor Education and Protection Fund by the Company.

iv. The Company has provided requisite disclosures in its financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016 and these are in accordance with the books OF accounts maintained by the company - Refer Note 60 to the financial statements.

2. As required by the Companies (Auditor''s Report) Order, 2016 (“the Order”) issued by the Central Government in terms OF Section 143(11) OF the Act, and on the basis OF such checks OF the books and records OF the Company as we considered appropriate and according to the information and explanations given to us, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 OF the Order.

ANNEXURE “A” To THE INDEPENDENT AUDITOR''S Report

(Referred to in paragraph 1(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 JAIPRAKASH POWER VENTURES LIMITED(“the Company”) as OF March 31, 2017 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.

Auditor’s 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 judgment, 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 authorizations OF management and directors OF the company; and (3) provide reasonable assurance regarding prevention or timely detection OF unauthorized 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, 2017, based on the

JAIPRAKASH POWER VENTURES LIMITED on the accounts OF the Company for the year ended 31st March 2017.

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:

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation OF fixed assets.

(b) A substantial portion OF the Fixed Assets have been physically verified by the management during the year and to the best OF our knowledge and information given to us, no material discrepancies were identified on such verification.

c) The title deeds OF immovable properties are held in the name OF the company, except in the following cases

i) Land amounting to '' 6,86,35,161 at Bina power plant where the immovable properties are in the name OF the erstwhile company which has since merged in the company as per the Hon''ble High Court Order dated 25th July 2011.

ii) Land amounting to '' 1,11,00,674 at Amelia Coal Mine which the company has acquired as per the vesting order OF the nominated authority OF The Government OF India, Ministry OF Coaland is yet to be transferred in the name OF the Company.

(ii) The management has conducted physical verification OF inventory at reasonable intervals during the year. No material discrepancies were noticed on physical verification carried out at the end OF the year.

(iii) As informed, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships 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, in respect OF loans, investments, guarantees, and security , the provisions OF Section 185 and 186 OF the Act have been complied with.

(v) The Company has not accepted any deposits from the public. Accordingly, the provisions OF clause 3(v) OF the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company. 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.

(vi) According to the information and explanations given to us, cost records as prescribed by the Central Government under section 148(1)OF the Act are being made and maintained.

(vii) (a) As per records produced before us and according to the

information and explanations given to us the Company is generally regular in depositing undisputed statutory dues applicable to it like, Provident Fund, Employees’ State Insurance, Income-tax, Service Tax, Sales Tax/ Value Added Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities, except the following dues which are outstanding for a period exceeding six months as on the Balance Sheet date

Name OF Statute

Department

Amount in '' Lacs

(Nature OF dues)

(Including Interest)

VAT

MPVAT

602.59

Interest on Excise Duty

Excise Department

31.96

Development Cess/

Chief Electrical

9,266.60

Electricity Duty

Inspector, Govt OF MP.

(b) As per records produced before us and according to the information and explanations given to us there are no dues OF Income-tax, Sales-tax, Wealth tax, Service Tax, Customs duty, Excise Duty, Value Added Tax or Cess which have not been deposited on account OF any dispute, except for the following:

Name OF Statute (Nature OF dues)

Period to which amount relates

Dispute is pending

Amount in '' Lacs

Income Tax

FY 2004-05

With Commissioner (Appeals), Mumbai

172.00

Diversion Tax and Land Cess

Since FY 1998-99

Commissioner, Sagar

200.39

Diversion Tax and Land Cess

Since FY 1998-99

Board OF Revenue, Gwalior

28.04

Entry Tax

For FY 2012-13

Additional Commissioner OF Commercial Tax, Bhopal

360.75

Entry Tax

For FY 2014-15

Additional Commissioner OF Commercial Tax, Bhopal

5,520.09

Building and Other

Construction Workers Welfare Cess

Up to FY 16-17

High Court, Jabalpur, Madhya Pradesh

7,614.28

(viii) During the year the company has defaulted in repayment OF Principal and interest to Banks and Financial institution/ debenture holders, wherein the period OF delay ranges from 1day to 364 Days, which have, however been subsequently made good during the year.

As per Information and records produced before us details OF Overdue Interest on borrowings amounting to '' 42432.18 Lacs reflected in Note No32to the financial statements “Other Financial liabilities" which was outstanding as at 31st March 2017 is given below

Name OF Banks/Financial Institution

Range Period

Amount in '' Lacs

ICICI Bank Ltd

15-90 Days

7,234.03

IDBI Bank Ltd.

0-364 Days

2,342.01

Axis Bank Limited

0-60 Days

1,789.86

Central Bank OF India

0-364 Days

354.82

Indian Overseas Bank

0-270 Days

1,686.27

Oriental Bank OF Commerce

0-364 Days

2,619.66

State Bank OF Bikaner & Jaipur

0-60 Days

391.76

State Bank OF Hyderabad

0-60 Days

319.83

State Bank OF Patiala

0-90 Days

903.07

Syndicate Bank

0-270 Days

2,634.00

United Bank OF India

0-270 Days

4,863.97

SREI Equipment Finance Ltd

0-90 Days

125.95

Allahabad Bank

0-60 Days

184.42

Canara Bank

0-90 Days

420.75

Central Bank OF India

0-364 Days

8,642.11

Jammu &Kasmir Bank

0-30 Days

1.49

Punjab National Bank

0-60 Days

1,866.86

Union Bank OF India

0-60 Days

339.06

Bank OF Baroda

0-30 Days

386.42

Bank OF Maharashtra

0-30 Days

101.86

Infrastructure Development Finance Company Limited

0-30 Days

347.70

LIC OF India

0-270 Days

2,925.12

UCO Bank

0-60 Days

483.23

ICICI Bank ( ECB Facility)

0-90 Days

1,467.95

TOTAL INTEREST DUE

42,432.18

As per Information and records produced before us details OF Overdue Principal Repayment OF borrowings amounting to '' 3743.08 Lacs reflected in Note No 32 which was outstanding as at 31st March 2017 is given below

Name OF Banks/Financial Institution

Range Period

Amount in Rs, Lacs

ICICI Bank Ltd

0-30 Days

200.00

IDBI Bank Ltd.

0-90 Days

2,820.00

Oreintal Bank OF Commerce

0-300 Days

67.98

SREI Equipment Finance Ltd

0-90 Days

380.10

Canara Bank

0-90 Days

275.00

TOTAL PRINCIPAL DUE

3,743.08

(ix) Based on information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained. The company has not raised any money by way OF initial public Offer or further public Offer(including debt instruments).

(x) Based upon the audit procedures performed for the purpose OF reporting the true and fair view OF the financial statements and as per the information and explanations given by the management, we report that no fraud by the company or any fraud on the Company by its Officers or employees has been noticed or reported during the course OF our audit.

(xi) The Company has paid managerial remuneration in accordance with the requisite approvals mandated by the provisions OF section 197 read with Schedule V to the Act.

(xii) In our opinion, the Company is not a nidhi Company. Accordingly, the provisions OF clause 3(xii) OF the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company.

(xiii) Based on information and explanations given to us by the management, all transactions with the related parties are in compliance with section 177 and 188 OF the Act, where applicable and the details have been disclosed in the financial Statements as required by the applicable accounting standards.

(xiv) Based on information and explanations given to us by the management, the Company has made preferential allotment OF shares under Strategic Debt Restructuring Scheme (SDR)/ circular OF RBI during the period under review. The requirement OF section 42 OF the Companies Act,2013 have been complied with and shares have been allotted against part OF the loan/ interest due to Banks/Financial institutions, with no funds being received by the company.

(xv) In our opinion and according to the information and explanations given to us, the company has not entered into any non-cash transaction with directors or person connected with him which is covered by Section 192 OF the Act. Accordingly, the provisions OF clause 3(xv) OF the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company.

(xvi) In our opinion and according to the information and explanations given to us, the company is not required to be registered under section 45 IA OF the Reserve Bank OF India Act, 1934 Accordingly, the provisions OF clause 3(xvi) OF the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company.

For R. Nagpal Associates

Chartered Accountants

Firm Registration Number 002626N

(CA Ravinder Nagpal)

Place : New Delhi Partner

Date : May 29, 2017 Membership No. 081594


Mar 31, 2015

We have audited the accompanying financial statements of JAIPRAKASH POWER VENTURES LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2015, 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

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

Auditor's Responsibility

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

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

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government in terms of Section 143(11) 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 Section 143(3) of the Act, we report that:

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

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it 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 aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 35 to the financial statements.

ii. The Company does not have any material foreseeable losses in respect of any long-term contracts including derivative contracts;

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

ANNEXURE TO THE AUDITORS' REPORT

ANNEXURE referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date to the members of JAIPRAKASH POWER VENTURES 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:

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

(b) A substantial portion of the Fixed Assets have been physically verified by the management during the year and to the best of our knowledge and information given to us, no material discrepancies have been noticed on such physical verification.

(ii) (a) As explained to us, the Inventory has been physically verified by the management at reasonable intervals during the year.

(b) In our opinion 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.

(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 Companies Act, 2013.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for sales of goods & services. During the course of our audit we have not observed any major weakness in such internal control system.

(v) In our opinion and according to the information and explanations given to us the Company has not accepted any deposit during the year.

(vi) According to the information and explanations given to us, cost records as prescribed by the Central Government under section 148(1) of the Companies Act, 2013 are being made and maintained.

(vii) (a) As per records produced before us and according to the

information and explanations given to us the Company is generally regular in depositing undisputed statutory dues applicable to it like, Provident Fund, Employees' State Insurance, Income-tax, Service Tax, Sales Tax/ Value Added Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities, and there were no arrears of such dues at the end of the year which have remained outstanding for a period of more than six months from the date they became payable.

(b) As per records produced before us and according to the information and explanations given to us there are no dues of Income-tax, Sales-tax, Wealth tax, Service Tax, Customs duty, Excise Duty, Value Added Tax or Cess which have not been deposited on account of any dispute, except for the following:

Name of Statute Period to which Dispute is Total (In Rs.) (Nature of dues) amount relates pending

Income Tax F/Y 2011-2012 CIT(A), Shimla 2,990.79 LacS

Income Tax F/Y 2004-05 With 172.09 Lacs Commissioner (Appeals), Mumbai

Income Tax (TDS) F/Y 2012-2013 CIT (A) Shimla 1,448.29 Lacs

Diversion Tax and Since F/Y1998-99 Commissioner, 179.29 Lacs Land Cess Sagar

Diversion Tax and Since Board of Revenue 25.09 Lacs Land Cess F/Y 1998-99 Gwalior _

Entry Tax From F/Y11-12 to High Court at 30.49 Lacs FY 14-15 Shimla

Entry Tax From F/Y12-13 Additional 400.83 Lacs Commissioner of Commercial Tax, Bhopal

Building and Upto FY 14-15 High Court, 7,615.82 Lacs Other Construction Workers Jabalpur, Welfare Cess Madhya Pradesh

(c) As at the year end there are no amounts that were due for being transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 and Rules made thereunder.

(viii) The company does not have any accumulated losses at the end of the financial year, and has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(ix) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institution, bank or debenture holder, except some instances of delay in payment of interest to financial institutions, banks and debenture holders ranging for a period from 1 day to 59 days, these have been subsequently made good, except over- due interest on borrowings amounting to Rs. 134,62,97,032/- which is outstanding for1 day to 32 days as at 31st March 2015 and which is being reflected under Note No.12 -'Other Current Liabilities'-' Interest accrued and due on Borrowings' and Rupee Term Loan amounting to Rs. 93,00,00,000 which is outstanding for 1 day as at 31st March 2015 and which is being reflected under Note No. 12- 'Other Current Liabilities'-'Current maturities of Long Term Debt' -in the financial statements.

(x) In our opinion and according to the information and explanations given to us, where the Company has given guarantee for loans/ NCDs taken by its holding company/fellow subsidiary company from banks or financial institutions, the terms and conditions thereof are not prejudicial to the interest of the company.

(xi) To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the Company were applied by the Company during the year for the purposes for which the loans were obtained, other than temporary deployment pending application.

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

For R. NAGPAL ASSOCIATES Chartered Accountants Firm Registration Number 002626N

Place: Noida CA R. NAGPAL Dated: 30th May 2015 Partner M. No.081594


Mar 31, 2014

We have audited the accompanying financial statements of JAIPRAKASH POWER VENTURES LIMITED which comprises the Balance Sheet as at 31st March, 2014 and also 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 Financial Statements

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

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 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 of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amount and disclosures in the financial statements. The procedure selected depend on the auditor''s judgement including the assessment of the risk of material misstatements of the financial statements, whether due to fraud and error. In making those risk assessment, the auditor consider internal control relevant to the companies 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 the management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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:

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

ii) in the case of the Statement of Profit & Loss, of the profit of the Company for the year ended 31st March, 2014,

iii) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended 31st March, 2014.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order 2003, as amended by the Companies (Auditor''s Report) (Amendment) Order 2004 (together the ''Order'') issued by the Central Government of India, in terms of Section 227(4-A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

(d) In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement referred to in this report, comply with the accounting standards referred to in sub- Section (3C) of Section 211 of the Act;

(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, we report that 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;

ANNEXURE TO THE AUDITORS'' REPORT

Referred to in paragraph 1 of our report of even date on the accounts for the year ended 31st March, 2014 of JAIPRAKASH POWER VENTURES LIMITED

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

(b) A substantial portion of the Fixed Assets have been physically verified by the management during the year and to the best of our knowledge and information given to us, no material discrepancies have been noticed on such physical verification.

(c) Fixed assets disposed off during the year, are negligible so as to affect the Company as a going concern.

(ii) (a) The Inventory has been physically verified by the management at reasonable intervals during the year.

(b) In our opinion 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) The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

(iii) The Company has neither granted nor taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of electrical energy. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) Based on the audit procedures applied by us and according to the information and explanations given to us we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act, have been entered into the register required to be maintained under that Section. The transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposit from the public during the year.

(vii) 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 material, labour and other items of cost 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) As per records produced before us and according to the information and explanations given to us the Company is generally regular in depositing undisputed statutory dues applicable to it like Provident fund, Income-tax, Customs duty, Cess etc. with the appropriate authorities, and there were no arrears of such dues at the year-end which have remained outstanding for a period of more than six months from the date they became payable.

(b) As per records produced before us the dues of Income-tax, Sales-tax, Wealth tax, Service tax, Customs Duty, Excise Duty and cess which have not been deposited on account of any dispute are stated hereunder:

Name of Statute Period to which Dispute is pending (Nature of dues) amount relates

Income Tax AY 2011-2012 CIT(A) Shimla

Income Tax AY 2005-06 With Commissioner (Appeals), Mumbai Diversion Tax Since 1998-99 Commissioner Sagar and Land Cess

Diversion Tax and Since 1998-99 Board of Revenue Land Cess Gwalior

Entry Tax From F/Y11- High Court 12 to FY 13-14

Building and Other Upto FY 13-14 Cess Assessment Construction Officer- Office of Labour Workers Welfare Cess Commissioner, Indore, MP Building and Other Upto FY 13-14 High Court, Jabalpur, Construction Workers Madhya Pradesh

Name of Statute Total (In Rs. ) (Nature of dues)

Income Tax 2,525.24 Lacs

Income Tax 172.09 Lacs Diversion Tax 168.75 Lacs and Land Cess

Diversion Tax and 23.61 Lacs Land Cess

Entry Tax 13.82 Lacs

Building and Other Construction Workers Welfare Cess 2910.03 Lacs Building and Other 7,317.19 Lacs Construction Workers Welfare Cess

(x) The Company does not have any accumulated book losses at the end of the financial year, and has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institution, bank or debenture holder.

(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion the Company is not a chit fund or a nidhi/mutual benefit fund/society. Hence, Clause (xiii) of Para 4 of the Order is not applicable.

(xiv) In our opinion the Company is not dealing in or trading in shares, debentures or other investments. Accordingly, Clause (xiv) of Para 4 of the Order is not applicable.

(xv) Where the Company has pledged its shares as collateral security for the financial assistance granted by lenders to the Company and its Subsidiary Companies, the terms and conditions are not prejudicial to the interest of the Company.

(xvi) In our opinion & according to the information & explanation given to us, the term loans have been 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 find 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 to parties or companies covered in the register maintained under Section 301 of the Act.

(xix) According to the information and explanations given to us, the Company has created security/charge in respect of secured non-convertible debentures issued and outstanding at the year end.

(xx) During the year the Company has not raised any money by way of public issues. Hence, Clause (xx) of Para 4 of the Order is not applicable.

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

For R. NAGPAL ASSOCIATES Chartered Accountants Firm Registration No.002626N Place : NOIDA CA R.NAGPAL Dated : 17th May, 2014 Partner M.No.081594


Mar 31, 2013

We have audited the accompanying financial statements of JAIPRAKASH POWER VENTURES LIMITED which comprises the Balance Sheet as at 31st March, 2013 and also 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 is responsible for 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.

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with 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 of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amount and disclosures in the financial statements. The procedure selected depend on the auditor''s judgement including the assessment of the risk of material misstatements of the financial statements, whether due to fraud and error. In making those risk assessment, the auditor consider internal control relevant to the companies 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 the management, as well as evaluating the overall presentation ofthe financial statements.

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

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

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

ii) in the case of the Statement of Profit & Loss, of the profit of the Company for the year ended 31st March, 2013,

iii) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended 31st March, 2013.

1. As required by the Companies (Auditor''s Report) Order 2003, as amended by the Companies (Auditor''s Report) (Amendment) Order 2004 (together the ''Order'') issued by the Central Government of India, in terms of Section 227(4-A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

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

(e) On the basis of written representations received from the directors, as on 31st March, 2013, and taken on record by the Board of Directors, we report that 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;

(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 THE AUDITORS'' REPORT

Referred to in paragraph 1 of our report of even date on the accounts for the year ended 31st March, 2013 of JAIPRAKASH POWER VENTURES LIMITED

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of Axed assets.

(b) A substantial portion of the Fixed Assets have been physically verified by the management during the year and to the best of our knowledge and information given to us, no material discrepancies have been noticed on such physical verification.

(c) Fixed assets disposed off during the year, are negligible so as to affect the Company as a going concern.

(ii) (a) The Inventory has been physically verified by the management at reasonable intervals during the year.

(b) In our opinion 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) The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

(iii) The Company has neither granted nor taken any loans, secured or unsecured to/from companies, Arms or other parties covered in the register maintained under Section 301 of the Act.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and Axed assets and for the sale of electrical energy. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) Based on the audit procedures applied by us and according to the information and explanations given to us we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act, have been entered into the register required to be maintained under that Section. The transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposit from the public during the year.

(vii) 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 material, labour and other items of cost 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) As per records produced before us and according to the information and explanations given to us the Company is generally regular in depositing undisputed statutory dues applicable to it like Provident fund, Income-tax, Customs duty, Cess etc. with the appropriate authorities, and there were no arrears of such dues at the year-end which have remained outstanding for a period of more than six months from the date they became payable.

(b) As per records produced before us the dues of Income- tax, Sales-tax, Wealth tax, Service tax, Customs Duty, Excise Duty and cess which have not been deposited on account of any dispute are stated hereunder:

Name of Statute Period to which Dispute is pending Total (Nature of dues) amount relates

Income Tax AY 2010-2011 CIT(A) Shimla Rs. 2,351.99 Lacs

Income Tax AY 2005-06 and With ITO Mumbai Rs. 180.9 Lacs A/Y 2010-2011

Diversion Tax and Since 1998-99 Commissioner Sagar Rs.158.20 Lacs Land Cess

Diversion Tax Since 1998-99 Board of Revenue Rs. 22.14 Lacs and Land Cess Gwalior

Entry Tax From F/Y11-12 & High Court Rs. 111.88 Lacs F/Y 12-13

(x) The Company does not have any accumulated book losses at the end of the financial year, and has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institution, bank or debenture holder.

(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion the Company is not a chit fund or a nidhi/mutual benefit fund/society. Hence, Clause (xiii) of Para 4 of the Order is not applicable.

(xiv) In our opinion the Company is not dealing in or trading in shares, debentures or other investments. Accordingly, Clause (xiv) of Para 4 of the Order is not applicable.

(xv) Where the Company has pledged its shares as collateral security for the financial assistance granted by lenders to the Company and its Subsidiary Companies, the terms and conditions are not prejudicial to the interest of the Company.

(xvi) In our opinion & according to the information & explanation given to us, the term loans have been 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 And 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 to parties or companies covered in the register maintained under Section 301 of the Act.

(xix) According to the information and explanations given to us, the Company has created security/charge in respect of secured non- convertible debentures issued and outstanding at the year end.

(xx) During the year the Company has not raised any money by way of public issues. Hence, Clause (xx) of Para 4 of the Order is not applicable.

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

For R. NAGPAL ASSOCIATES

Chartered Accountants

Firm Registration No.002626N

CA R. NAGPAL

Place : New Delhi Partner

Dated : 27th April, 2013 M.No. 81594


Mar 31, 2012

We have audited the attached Balance Sheet of JAIPRAKASH POWER VENTURES LIMITED as at 31st March, 2012 and also the Statement of Profit and Loss and the 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.

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.

We report that:

(1) As required by the Companies (Auditor's Report) Order 2003, as amended by the Companies (Auditor's Report) (Amendment) Order 2004 (together the 'Order') issued by the Central Government of India, in terms of Section 227(4-A) of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

(2) Further to our comments in the Annexure referred to in paragraph 1 above:

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

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

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

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

(e) On the basis of written representations received from the directors, as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 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 significant accounting policies and other notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view:

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 & Loss, of the profit of the Company for the year ended 31st March, 2012.

iii) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended 31st March, 2012.

ANNEXURE TO THE AUDITORS' REPORT Referred to in paragraph 1 of our report of even date on the accounts for the year ended 31st March, 2012 of JAIPRAKASH POWER VENTURES LIMITED

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

(b) A substantial portion of the Fixed Assets have been physically verified by the management during the year and to the best of our knowledge and information given to us, no material discrepancies have been noticed on such physical verification.

(c) Fixed assets disposed off during the year, are negligible so as to affect the Company as a going concern.

(ii) (a) The Inventory has been physically verified by the management at reasonable intervals during the year.

(b) In our opinion 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) The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

(iii) The Company has neither granted nor taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of electrical energy. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) Based on the audit procedures applied by us and according to the information and explanations given to us we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered into the register required to be maintained under that section. The transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposit from the public during the year.

(vii) 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 material, labour and other items of cost 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 Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

(ix) (a) As per records produced before us and according to the information and explanations given to us the Company is generally regular in depositing undisputed statutory dues applicable to it like Provident fund, Income-tax, Customs duty, Cess etc. with the appropriate authorities, and there were no arrears of such dues at the year-end which have remained outstanding for a period of more than six months from the date they became payable.

(b) As per records produced before us the dues of Income- tax, Sales-tax, Wealth tax, Service tax, Customs Duty, Excise Duty and cess which have not been deposited on account of any dispute are stated hereunder:

Name of Statute Period to which Dispute is pending Total (Nature of dues) amount relates

Income Tax AY 2005-06 and 2006-07 With CIT Mumbai Rs.174 Lacs

Income Tax AY 2007-08, AY 2008-09, With the Commissioner AY 2009-2010 of Income Tax (Appeal) Rs.621 Lacs

Diversion Tax Since 1998-99 Tehsil Rs.168 Lacs and Land Cess

(x) The Company does not have any accumulated book losses at the end of the financial year, and has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institution, bank or debenture holder.

(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion the Company is not a chit fund or a nidhi/mutual benefit fund/society. Hence, Clause (xiii) of Para 4 of the Order is not applicable.

(xiv) In our opinion the Company is not dealing in or trading in shares, debentures or other investments. Accordingly, Clause (xiv) of Para 4 of the Order is not applicable.

(xv) Where the Company has pledged its shares as collateral security for the financial assistance granted by lenders to its Subsidiary Companies, the terms and conditions are not prejudicial to the interest of the Company.

(xvi) In our opinion & according to the information & explanation given to us , the term loans have been 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 find 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 to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) According to the information and explanations given to us, the Company has created security/charge in respect of secured non- convertible debentures issued and outstanding at the year end.

(xx) During the year the Company has not raised any money by way of public issues. Hence, Clause (xx) of Para 4 of the Order is not applicable.

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

For R. NAGPAL ASSOCIATES Chartered Accountants

Firm Registration No.002626N

Place : Noida CA R. NAGPAL

Dated : 17th May, 2012 Partner

M.No. 81594


Mar 31, 2011

We have audited the attached Balance Sheet of JAIPRAKASH POWER VENTURES LIMITED as at 31st March 2011 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. We have not audited the financial statements of the transferor amalgamating company viz. Jaypee Karcham Hydro Corporation Limited for the year then ended as these financial statements and other financial information have been audited by the erstwhile auditors of the said company and whose separate reports have been furnished to us, and our report is based solely on the reports of those auditor. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the Financial Statements are free of material 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.

We report that:

(1) As required by the Companies (Auditor's Report) Order 2003, as amended by the Companies (Auditor's Report) (Amendment) Order 2004 (together the 'Order') issued by the Central Government of India, in terms of Section 227(4A) of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

(2) Further to our comments in the Annexure referred to in paragraph 1 above:

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

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

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

(d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement referred to in this report, comply with the accounting standards referred to in sub-section (3C) of Section 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 31st March, 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 significant accounting policies and other notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view:

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 & Loss Account, of the profit of the Company for the year ended 31st March, 2011.

iii) in the case of the Cash Flow Statement, of the cash flows of the company for the year ended 31st March, 2011.

ANNEXURE TO THE AUDITORS' REPORT Referred to in paragraph 1 of our report of even date on the accounts for the year ended 31st March, 2011 of JAIPRAKASH POWER VENTURES LIMITED

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

(b) A substantial portion of the Fixed Assets have been physically verified by the management during the year and to the best of our knowledge and information given to us, no material discrepancies have been noticed on such physical verification.

(c) Fixed assets disposed off during the year, are negligible so as to affect the Company as a going concern.

(ii) (a) The Inventory has been physically verified by the management at reasonable intervals during the year.

(b) In our opinion 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) The company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

(iii) The Company has not granted nor taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of electrical energy. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) Based on the audit procedures applied by us and according to the information and explanations given to us we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered into the register required to be maintained under that Section. The transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposit from the public during the year.

(vii) 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 material, labour and other items of cost 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 Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

(ix) (a) As per records produced before us and according to the information and explanations given to us the Company is generally regular in depositing undisputed statutory dues applicable to it like Provident fund, Income-tax, Customs duty, Cess etc. with the appropriate authorities, and there were no arrears of such dues at the year-end which have remained outstanding for a period of more than six months from the date they became payable.

(b) As per records produced before us the dues of Income- tax, Sales-tax, Wealth tax, Service tax, Customs Duty, Excise Duty and cess which have not been deposited on account of any dispute are stated hereunder:

Name of Statute Period to which Dispute is pending Total (Nature of dues) amount relates

Income Tax AY 1999-2000, 2001 to With ITAT Mumbai Rs. 16.30 2003, 2005-06, 2006-07 Crores and 2007-08

Income Tax AY 2007-08 With the Commissioner Rs. 2.65 of Income Tax (Appeal) Crores

Diversion Tax and Since 1998-99 Tehsil - Rs. 1.56 Cr Rs 1.56 Cr Land Cess

(x) The Company does not have any accumulated losses at the end of the financial year, and has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to any financial institution, bank or debenture holder.

(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion the Company is not a chit fund or a nidhi/mutual benefit fund/society. Hence, Clause (xiii) of Para 4 of the Order is not applicable.

(xiv) In our opinion the Company is not dealing in or trading in shares, debentures or other investments. Accordingly, Clause (xiv) of Para 4 of the Order is not applicable.

(xv) Where the Company has pledged its shares as collateral security for the financial assistance granted by lenders to its Subsidiary Companies, the terms and conditions are not prejudicial to the interest of the company.

(xvi) In our opinion & according to the information & explanation given to us , the term loans have been 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 find that no funds raised on short term basis have been used for long term investment.

(xviii) In our opinion and according to the information and explanations given to us, where the Company has created Share Capital Suspense Account for allotment of shares as per Scheme of Amalgamation approved by the Hon'ble High Court of Judicature at Shimla vide order passed on 25th July, 2011 and filed with the Registrar of Companies on 26th July, 2011, consideration paid subsequent to 31st March, 2011 to the shareholders of the amalgamating transferor companies is, in our opinion, not prejudicial to the interest of the company.

(xix) According to the information and explanations given to us, the Company has created security/charge in respect of secured non-convertible debentures issued and outstanding at the year end.

(xx) During the year the Company has not raised any money by way of public issues. Hence, Clause (xx) of Para 4 of the Order is not applicable.

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

For R. NAGPAL ASSOCIATES

Chartered Accountants

Firm Regn No.002626N Place : Noida (CA R. NAGPAL)

Dated : 11th August 2011 Partner

M.No. 81594


Mar 31, 2010

(Formerly Known as Jaiprakash Hydro-Power Limited)

We have audited the attached Balance Sheet of JAIPRAKASH POWER VENTURES LIMITED (Formerly Known as Jaiprakash Hydro- Power Limited) as at 31st March, 2010 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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.

We report that:

(1) As required by the Companies (Auditors Report) Order 2003, as amended by the Companies (Auditors Report) (Amendment) Order 2004 (together the ‘Order) issued by the Central Government of India, in terms of Section 227(4-A) of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

(2) Further to our comments in the Annexure referred to in paragraph 1 above:

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

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

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

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

(e) On the basis of written representations received from the directors, as on 31st March, 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of sub-section (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 significant accounting policies and other notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view:

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 & Loss Account, of the profit of the Company for the year ended 31st March 2010.

iii) in the case of the Cash Flow Statement, of the cash flows of the company for the year ended 31st March, 2010.

ANNEXURE TO THE AUDITORS REPORT Referred to in paragraph 1 of our report of even date on the accounts for the year ended 31st March, 2010 of JAIPRAKASH POWER VENTURES LIMITED (Formerly Known as Jaiprakash Hydro-Power Limited)

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

(b) A substantial portion of the Fixed Assets have been physically verified by the management during the year and to the best of our knowledge and information given to us, no material discrepancies have been noticed on such physical verification.

(c) Fixed assets disposed off during the year, are negligible so as to affect the Company as a going concern.

(ii) (a) The Inventory has been physically verified by the management at reasonable intervals during the year.

(b) In our opinion 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) The company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

(iii) The Company has not granted nor taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of electrical energy. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) Based on the audit procedures applied by us and according to the information and explanations given to us we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered into the register required to be maintained under that section. The transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposit from the public during the year.

(vii) 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 material, labour and other items of cost 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 Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

(ix) (a) As per records produced before us and according to the information and explanations given to us the Company is generally regular in depositing undisputed statutory dues applicable to it like Provident fund, Income-tax, Customs duty, Cess etc. with the appropriate authorities, and there were no arrears of such dues at the year-end which have remained outstanding for a period of more than six months from the date they became payable.

(b) As per records produced before us the dues of Income-tax, Sales-tax, Wealth tax, Service tax, Customs Duty, Excise Duty and cess which have not been deposited on account of any dispute are stated hereunder:

Name of Statute Period to which Dispute is Total (Nature of dues) amount relates pending

Income Tax AY 2007-08 With the Rs. 2.65 Commissioner Crores of Income Tax (Appeal)

(x) The company does not have any accumulated losses at the end of the financial year, and has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to any financial institution, bank or debenture holder.

(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion the Company is not a chit fund or a nidhi/mutual benefit fund/society. Hence, Clause (xiii) of Para 4 of the Order is not applicable.

(xiv) In our opinion the Company is not dealing in or trading in shares, debentures or other investments. Accordingly, Clause (xiv) of Para 4 of the Order is not applicable.

(xv) Where the Company has pledged its shares as collateral security for the financial assistance granted by lenders to its Subsidiary Companies and Fellow Subsidiaries, the terms and conditions are not prejudicial to the interest of the company.

(xvi) In our opinion & according to the information & explanation given to us , the term loans have been 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 find that no funds raised on short term basis have been used for long term investment.

(xviii) According to the information and explanations given to us, we are of the opinion that during the 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.

(xix) According to the information and explanations given to us, the company is under process of creating charge in respect of zero coupon secured debentures issued on 31st March, 2010 (Subscription amount - Rs. 999.98 Crores and Redemption amount of Rs. 1404.90 Crores).

(xx) During the year the Company has not raised any money by way of public issues. Hence, Clause (xx) of Para 4 of the Order is not applicable.

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

For R. NAGPAL ASSOCIATES Chartered Accountants

Place : Noida CA R. NAGPAL

Dated : 29th May, 2010 Partner

M.No. 81594 Firm Regn No.002626N

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