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Auditor Report of KCL Infra Projects Ltd.

Mar 31, 2015

We have audited the attached Financial Statements of KCL Infra Projects Limited comprising of Balance Sheet as at 31st March, 2015, also the Statement of Profit & Loss and Cash flow statement of the Company for the period ended on that date and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the matters stated in section 134(5) of the Companies Act 2013, with respect to 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 maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company for preventing and detecting fraud 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 there under.

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

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

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

b) In the case of the Statement of Profit and Loss, of the profit for the period ended on that date and

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

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

2. As required by Section 143(3) of the Companies Act 2013, we report that:

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

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

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

(d) In our opinion, the aforesaid Financial Statements comply with 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 representation from the received from the Directors as on 31st March, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

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

i) The Company does not have any pending litigations which would impact its financial position.

ii) The Company has made provision as required by law or accounting standards for material foreseeable losses, if any.

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

As required by the Companies (Auditor's Report) Order, 2015 ("the order") issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act notified by the Ministry of Corporate Affairs on 10th April, 2015, we give a statement on the matters specified on the paragraphs 3 and 4 of the order. We report on the following points in continuation to our Independent Auditor's Report -

(i) (a) In our opinion and according to information and explanations given to us, the Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) These fixed assets have been physically verified by the management at reasonable intervals. As informed to us, no material discrepancies have been reported on such physical verification.

(ii) (a) According to the information given by the management, the inventory in hand for the construction & infrastructure segment has been physically verified 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 and no material discrepancies were noticed on physical verification of Inventory as compared to the book records.

(iii) (a) In our opinion and according to the information and explanations given to us, the Company has not granted any loan, secured or unsecured to companies, firm or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Hence Paragraph iii(b) and iii(c) of the order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the Company in respect of these areas.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public and consequently, the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under with regard to the deposits accepted from the public are not applicable.

(vi) As informed to us, the maintenance of cost records has not been prescribed under sub-section (1) of section 148 of the Companies Act, 2013. (vii) (a) According to the information and explanations given to us, the Company is regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities as applicable on Company.

(b) There are no amounts which have not been deposited with the appropriate authorities on account of dispute.

(c) As explained to us, the Company does not have any dues on account of investor education and protection fund.

(viii) The Company has no accumulated losses at the end of financial year. However, it has not incurred losses in the current year, but these losses are not cash losses.

(ix) Based on our audit procedures and as per information and explanation given by the management, the Company has not defaulted in repayment of dues to the financial institution, bank or debenture holders.

(x) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) According to the information and explanation given to us and on an overall examination of the balance sheet of the Company, we report that term loans were applied for the purpose for which the loans were obtained.

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

For Mahesh C. Solanki & Co. Chartered Accountants ICAI Firm Reg. No. - 006228C

CA. Mahesh Solanki Partner M. No. -074991

Place: Thane Date : 30th May, 2015


Mar 31, 2014

1. We have audited the attached Balance Sheet of KCL Infra Projects Limited as at 31st March, 2014 and also the Statement of Profit and Loss & Cash Flow Statement of the Company for the year ended on that date and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956("the Act") read with the General Circular 8/2014 dated 4 April 2014 issued by the Ministry of Corporate. 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

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

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

Opinion

4. 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:

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

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

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

Report on Other Legal and Regulatory Requirements

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

6. 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 as required by law have been kept by the Company so far as appears from our examination of those books;

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 8/2014 dated 4 April 2014 issued by the Ministry of Corporate Affairs.

e) On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT

KCL Infra Projects Limited Referred to in paragraph 7 of our report of even date

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

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

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year.

(ii) (a) According to the information given by the management, the inventory in hand for the construction & infrastructure segment has been physically verified 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. There was no material discrepancies noticed on physical verification of Inventory as compared to the book records.

(iii) (a) In our opinion and according to the information and explanation given to us, the Company has granted unsecured loan to party listed in the register maintained under section 301 of the Act. The maximum amount involved during the year was Rs. 42.60 lakhs in respect of one company & the year end balance is Nil.

(b) According to the information and explanation given to us, we are of the opinion that the transactions made during the year in pursuance of such contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956, and exceeding the value of Five Lacs Rupees in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(iv) In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the Company and the nature of its business, with regard to purchase of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system of the Company.

(v) (a) According to the information and explanation given to us, we are of the opinion that particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956, required to be entered into the register maintained under Section 301 of the Act have been so entered.

(b) According to the information and explanation given to us, we are of the opinion that the transactions made during the year in pursuance of such contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956, and exceeding the value of Five Lacs Rupees in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) According to the information and explanations given to us, and as per our examination of records, the Company has not accepted any deposits from public and therefore, the directives issued by the Reserve Bank of India and the provisions of Section 58A and 58AA or any other relevant provision of the Companies Act, 1956, and rules framed there under, are not applicable.

(vii) In our opinion, the internal audit system is largely commensurate with the size of the Company and nature of its business. However, it needs greater coverage and improvement in periodicity.

(viii) The Central Government has not prescribed the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956, in respect of the Company.

(ix) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing undisputed statutory dues including investor education and protection fund, Employee''s state insurance, incometax, wealth-tax, service-tax, sales-tax, custom duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities during the year, and there were no such outstanding dues as at 31st March, 2014 for a period exceeding six months from the date they become payable.

(b) According to information and explanation given to us, and as per our examination of records of the Company there are no dues on account of sales tax, income tax, custom duty, wealth tax, excise duty and cess matters that have not been deposited on account of dispute as on March 31st 2014.

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

(xi) Based on our audit procedures and as per information and explanation given by the management, the Company has not obtained any borrowings from any Financial Institution or by way of debentures.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of the transactions and contracts in respect of trading in securities, derivatives and other investments during the year and timely entries have been made therein.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from bank or financial institutions.

(xvi) In our opinion and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purpose for which they were raised.

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

(xviii) According to the records of the Company and the information and explanation provided by the management, the Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under section 301 of the Act. Therefore the clause whether the prices at which shares have been issued is not prejudicial to the interest of the Company is not applicable to the Company.

(xix) According to the information and explanations given to us, during the year under audit, the Company has not issued any debentures.

(xx) The Company has not raised any money through public issues. Therefore the clause of verification of end use of money raised by public issues as disclosed in the notes to the financial statement is not applicable to the company.

(xxi) 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, no fraud on or by the Company has been noticed or reported during the course of our audit.

For Mahesh C. Solanki & Co. Chartered Accountants Firm Reg. No. 006228C Place : Thane Date : 30th May, 2014 CA. Mahesh Solanki Partner M.No. 074991


Mar 31, 2013

1. We have audited the accompanying financial statements of KCL Infra Projects Limited which comprise the Balance Sheet as at 31st March 2013, and the Statement of Profit and Loss & Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements:

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

Auditors'' Responsibility:

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

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

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

Opinion:

6. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements with the notes thereon and attached thereto gives in the prescribed manner the information required by the Companies Act, 1956 and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

7. 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 Govern- ment of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, (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 enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

8. Further to our comments in the Annexure referred to in we report that :

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

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

iii. The Balance Sheet, the Statement of Profit and Loss dealt with by this report are in agree- ment with the books of account of the Company;

iv. In our opinion the Balance Sheet, the Statement of Profit and Loss comply with the Account- ing Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956 to the extent they are applicable to the Company.

v. On the basis of written representation received from the directors, as on 31st March, 2013 and taken on record by the Board of Directors of the Company we report that none of directors are 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 Companies Act, 1956.

vi. 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 Companies Act, 1956 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.

ANNEXURETOTHE INDEPENDENT AUDITOR''S REPORT KCL Infra Projects Limited

Referred to in paragraph 7 of our report of even date

(i) (a) The Company has maintained proper records showing full particulars including quantita- tive details and situation of fixed assets. 7776 same are in the process of being updated.

(b) All the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion is reasonable having regard to the size of the company and the nature of its assets.

No material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year.

(ii) (a) According to the information given by the management, the inventory in hand for the construction & infrastructure segment has been physically verified during the year.

(b) In our opinion, the procedures of physical verification of inventories followed by the man- agement 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. There was no material discrep- ancies noticed on physical verification of Inventory as compared to the book records.

(iii) (a) In our opinion and according to the information and explanation given to us, the Company has not granted any secured or unsecured loans to any parties listed in the register main- tained under section 301 of the Act. (b) According to the information and explanation given to us, we are of the opinion that the transactions made during the year in pursuance of such contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956, and exceeding the value of Five Lacs Rupees in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time. (iv) In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the Company and the nature of its business, with regard to purchase of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system of the Company. (v) (a) According to the information and explanation given to us, we are of the opinion that particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956, required to be entered into the register maintained under Section 301 of the Act have been so entered. (b) According to the information and explanation given to us, we are of the opinion that the transactions made during the year in pursuance of such contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956, and exceeding the value of Five Lacs Rupees in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time. (vi) According to the information and explanations given to us, and as per our examination of records, the Company has not accepted any deposits from public and therefore, the directives issued by the Reserve Bank of India and the provisions of Section 58A and 58AA or any other relevant provision of the Companies Act, 1956, and rules framed there under, are not appli- cable. (vii) In our opinion, the internal audit system is largely commensurate with the size of the Company and nature of its business. However, it needs greater coverage and improvement in periodicity. (viii) The Central Government has not prescribed the maintenance of cost records under section 209(l)(d) of the Companies Act, 1956, in respect of the Company. (ix) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing undisputed statutory dues including investor education and protection fund, Employee''s state insurance, in- come-tax, wealth-tax, service-tax, sales-tax, custom duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities during the year, and there were no such outstanding dues as at 31st March, 2013 for a period exceeding six months from the date they become payable. (b) According to information and explanation given to us, and as per our examination of records of the Company there are no dues on account of sales tax, income tax, custom duty, wealth tax, excise duty and cess matters that have not been deposited on account of dispute as on March 31st 2013. (x) The Company has no accumulated losses at the end of financial year and it has not incurred

cash losses in the current and immediately preceding financial year. (xi) Based on our audit procedures and as per information and explanation given by the manage- ment, the Company has not obtained any borrowings from any Financial Institution or by way of debentures. (xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. (xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/society. There- fore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company. (xiv) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of the transactions and contracts in respect of trading in securities, derivatives and other investments during the year and timely entries have been made therein. (xv) According to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from bank or financial institutions.

(xvi) In our opinion and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purpose for which they were raised.

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

(xviii) According to the records of the Company and the information and explanation provided by the management, the Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under section 301 of the Act. Therefore the clause whether the prices at which shares have been issued is not prejudicial to the interest of the Company is not applicable to the Company. (xix) According to the information and explanations given to us, during the year under audit, the , Company has not issued any debentures.

(xx) The Company has not raised any money through public issues. Therefore the clause of veri- fication of end use of money raised by public issues as disclosed in the notes to the financial statement is not applicable to the company.

(xxi) 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, no fraud on or by the Company has been noticed or reported during the course of our audit.

For Mahesh C. Solanki Co . Chartered Accountants

Firm Reg. No. 006228C

CA. Mahesh Solanki

Place : Thane Partner

Date : 30th May, 2013 M. No. - 074991


Mar 31, 2012

1. We have audited the attached Balance Sheet of KCL Infra Projects Limited as at 31st March, 2012 and also the Statement of Profit & Loss & 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.

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

3. As required by the Companies (Auditor''s Report) Order, 2003 as amended by the Companies (Auditor''s Report)(Amendment) Order, 2004 (together the ''Order1) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, (the ''ActO 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 enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

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

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

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

iv. In our opinion the Balance Sheet, the Statement of Profit and Loss & the Cash Flow Statement comply with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956 to the extent they are applicable to the Company.

v. On the basis of written representation received from the directors, as on 31st March, 2012 and taken on record by the Board of Directors of the Company we report that none of directors are 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.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements with the notes thereon and attached thereto gives in the prescribed manner the information required by the Companies Act, 1956 and give a true and fair view in conformity with the accounting principles generally accepted in India: -

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012 and

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

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





ANNEXURE TO THE AUDITOR''S REPORT

KCL Infra Projects Limited

Referred to in paragraph 3 of our report of even date

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. The same are in the process of being updated.

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

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year.

(ii) (a) According to the information given by the management, the inventory in hand for the construction & infrastructure segment has been physically verified 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. There was no material discrepancies noticed on physical verification of Inventory as compared to the book records.

(iii) (a) In our opinion and according to the information and explanation given to us, the Company has not granted any secured or unsecured loans to any parties listed in the register maintained under section 301 of the Act.

(b) According to the information and explanation given to us, we are of the opinion that the transactions made during the year in pursuance of such contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956, and exceeding the value of Five Lacs Rupees in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(iv) In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the Company and the nature of its business, with regard to purchase of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system of the Company.

(v) (a) According to the information and explanation given to us, we are of the opinion that particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956, required to be entered into the register maintained under Section 301 of the Act have been so entered.

(b) According to the information and explanation given to us, we are of the opinion that the transactions made during the year in pursuance of such contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956, and exceeding the value of Five Lacs Rupees in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) According to the information and explanations given to us, and as per our examination of records, the Company has not accepted any deposits from public and therefore, the directives issued by the Reserve Bank of India and the provisions of Section 58A and 58AA or any other relevant provision of the Companies Act, 1956, and rules framed there under, are not applicable.

(vii) In our opinion, the internal audit system is largely commensurate with the size of the Company and nature of its business. However, it needs greater coverage and improvement in periodicity.

(viii) The Central Government has not prescribed the maintenance of cost records under section 209(l)(d) of the Companies Act, 1956, in respect of the Company.

(ix) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing undisputed statutory dues including investor education and protection fund, Employee''s state insurance, income-tax, wealth-tax, service-tax, sales-tax, custom duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities during the year, and there were no such outstanding dues as at 31st March, 2012 for a period exceeding six months from the date they become payable.

(b) According to information and explanation given to us, and as per our examination of records of the Company there are no dues on account of sales tax, income tax, custom duty, wealth tax, excise duty and cess matters that have not been deposited on account of dispute as on March 31st 2012.

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

(xi) Based on our audit procedures and as per information and explanation given by the management, the Company has not obtained any borrowings from any Financial Institution or by way of debentures.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. There- fore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of the transactions and contracts in respect of trading in securities, derivatives and other investments during the year and timely entries have been made therein.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from bank or financial institutions.

(xvi) In our opinion and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purpose for which they were raised.

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

(xviii) According to the records of the Company and the information and explanation provided by the management, the Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under section 301 of the Act. Therefore the clause whether the prices at which shares have been issued is not prejudicial to the interest of the Company is not applicable to the Company.

(xix) According to the information and explanations given to us, during the year under audit, the Company has not issued any debentures.

(xx) The Company has not raised any money through public issues. Therefore the clause of verification of end use of money raised by public issues as disclosed in the notes to the financial statement is not applicable to the company.

(xxi) 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, no fraud on or by the Company has been noticed or reported during the course of our audit.



For Mahesh C. Solanki & Co. Chartered Accountants Firm Regn No. 006228C



CA. Mahesh Solanki Place : Thane Partner Dated : 30th May, 2012 M.No.074991


Mar 31, 2010

1. We have audited the attached Balance Sheet of KCL Infra Projects Limited (Formerly Kadamb Constructions Limited) as at 31st March, 2010 and also the Profit & Loss account & Cash Flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free 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 esti- mates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report)(Amendment) Order, 2004 (together the Order) issued by the Central Gov- ernment of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, (the Acf) and on the basis of such checks of the books and records of the company as we consid- ered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

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

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

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

iv. In our opinion the Balance Sheet, the Profit and Loss Account & the Cash Flow State- ment comply with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956 to the extent they are applicable to the Company.

v. On the basis of written representation received from the directors, as on 31st March, 2010 and taken on record by the Board of Directors of the Company we report that none of directors are 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.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements with the notes thereon and attached thereto gives in the prescribed manner the information required by the Companies Act, 1956 and give a true and fair view in conformity with the accounting principles generally accepted in India: -

(a), in the case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2010 and

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

(c). in case of cash flow statement, of the cash flows for the year ended on that date.

Annexure KCL Infra Projects Limited (Formerly Kadamb Constructions Limited) Referred to in paragraph 3 of our report of even date

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. The same are in the process of being updated.

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

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year.

(ii) (a) In respect of the Inventories the provisions of clause 4 (ii) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company. So there are no matters which arise to be reported in the aforesaid order.

(iii) (a) In our opinion and according to the information and explanation given to us, the Company has not taken any loan secured or unsecured from the firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanation given to us, the Company has not granted any loan secured or unsecured from the firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business for purchases of inventory and fixed assets. Further, on the basis of our examination of the books of account and according to the information and explanations given to us, we have not come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control system.

(v) (a) According to the information and explanation given to us, we are of the opinion that particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956, required to be entered into the register maintained under Section 301 of the Act have been so entered.

(b) According to the information and explanation given to us, we are of the opinion that the transactions made during the year in pursuance of such contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956, and exceeding the value of Five Lacs Rupees in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public as per the directives issued by the Reserve Bank of India and the provisions of Section 58A, 58AA and any other relevant provisions of the Act and the rules framed there under. Therefore, the provisions of the clause (vi) of the said Order is not applicable to the Company

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

(viii) According to the information and explanation given to us, the Central Government has not prescribed for the maintenance of cost records under Section 209(l)(d) of the Act in respect of the products of the company.

(ix) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing undisputed statutory dues including investor education and protection fund, Employees state insurance, in- come-tax, wealth-tax, service-tax, sales-tax, custom duty, excise duty, cess and other ma- terial statutory dues as applicable with the appropriate authorities during the year, and there were no such outstanding dues as at 31st March, 2010 for a period exceeding six months from the date they become payable.

(b) According to the information and explanations given to us, the dues of income-tax, sales- tax, wealth-tax, service-tax, custom duty, excise duty and cess, which have not been deposited on account of dispute, are as follows:

Name of the statute Nature of dues Amount Period to involved which the Forum where dispute (Rs.) amount is pending relates

-NIL-



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

(xi) Based on our audit procedures and as per information and explanation given by the man- agement, the Company has not obtained any borrowings from any Financial Institution or by way of debentures.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of the transactions and contracts in respect of trading in securities, derivatives and other investments during the year and timely entries have been made therein.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loan taken by other from bank or financial institutions.

(xvi) In our opinion and according to the information and explanations given to us, on an overall basis, no term loans have been acquired during the year.

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

(xviii) According to the records of the Company and the information and explanation provided by the management, the Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under section 301 of the Act. Therefore the clause whether the prices at which shares have been issued is not prejudicial to the interest of the Company is not applicable to the Company.

(xix) According to the information and explanation given to us during the period covered by our audit report, the Company has not issued any debentures.

(xx) The Company has not raised any money through public issues. Therefore the clause of verification of end use of money raised by public issues as disclosed in the notes to the financial statement is not applicable to the company.

(xxi) 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 on or by the Company has been noticed or reported during the course of our audit.

For Mahesh C. Solanki & Co.

(Firm Registration No: 006228C)

Chartered Accountants

Mahesh Solanki

Place : Thane Partner

Date : 29th May, 2010 M. No. 074991