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Auditor Report of MBL Infrastructures Ltd.

Mar 31, 2016

To

The Members of

MBL INFRASTRUCTURES LIMITED Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of MBL INFRASTRUCTURES Limited (''the Company''), which comprise the Balance Sheet as at 31 March 2016, 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 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 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 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 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.

Auditors'' 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 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 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. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2016 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, 2016 ("the Order") issued by the Central Government of India in terms of subsection (11) of section 143 of the Act, we give in the Annexure ''A'' statement on the matters specified in the paragraph 3 and 4 of the order, to the extent applicable.

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 and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. In our opinion, the aforesaid standalone 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 31st March 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2016 from being appointed as a director in terms of Section 164

(2) Of the Act;

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure ''B''.

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 does not have any pending litigations which would impact its financial position;

ii. The Company did not have any material foreseeable losses 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.

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

(b) The fixed assets have been physically verified wherever practicable on a phased manner by the management/ internal auditors and the reconciliation of the quantities with the book records has been done on continuous basis. As informed no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

ii. The inventory has been physically verified at reasonable intervals during the year by the Management/ Internal Auditors. No material discrepancies were noticed on physical verification of stocks by the management as compared to book records.

iii. In our opinion and according to the information and explanations given to us, the Company has not granted any loan to parties covered in the register maintained under section 189 of the Companies Act,2013. Thus, paragraph 3(iii) of the Order is not applicable.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made. The Company has given Corporate guarantee for loan taken by its wholly owned Subsidiary "AAP Infrastructure Limited" (Sanction Amount Rs.50 Crores; Outstanding as on 31.03.2016 Rs.21.03 Crores) from Bank. Also the Company has given Corporate guarantee for loan taken by its Subsidiary "MBL (MP) Toll Road Co. Ltd." (Sanction Amount Rs.41.30 Crores; Outstanding as on 31.03.2016 Rs.43.18 Crores including provision for foreign currency fluctuation) from bank.

v. In our opinion and according to the information and explanations given to us, the Company did not receive any deposits covered under sections 73 to 76 of the Companies Act and the rules framed there under with regard to deposits accepted from the public during the year.

vi. The Central Government has prescribed maintenance of cost records under section 148 (1) of the Companies Act. We have broadly reviewed accounts and records and are of the opinion that prima facie, the prescribed accounts & records have been made & maintained but no detailed examination of such records and accounts have been carried out by us.

vii. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities except for Tax deducted at Source by them which are sometimes not regularly deposited. AIso the Company has delayed in depositing the Dividend Distribution tax pertaining to dividend declared in the AGM of financial year 2014-15 amounting to Rs.1,26,58,779/-. As explained

to us, the Company did not have any dues on account of employees'' state insurance and duty of excise. according to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 March 2016 for a period of more than six months from the date they became payable.

(b) according to the information and explanations given to us and the records of the Company examined by us, the dues of income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax and cess as at 31st March, 2016 which have not been deposited on account of dispute and the forum where the disputes are pending are as under:

viii. According to the information and explanations given to us by the management, the Company has not defaulted in repayment of dues to financial institutions or banks or debenture holders.

ix. Based on information and explanations given to us and records of the Company examined by us, in our opinion, the term loans have been applied for the purpose for which they were obtained.

x. According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

xi. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/ provided for 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 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 given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

We have audited the internal financial controls over financial reporting of M/s MBL INFRASTRUCTURES United ("the Company") as of 31st March,

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

xiv. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. However the Company has issued 2,07,27,312 equity shares of Rs.10 each as bonus shares out of free reserve during the year under consideration in the ratio of 1:1 to the existing shareholders of the Company.

xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with 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.

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 Act.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") 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 ICAI. 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, 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 31st March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by ICAI.

For Agrawal S. Kumar & Associates

Chartered Accountants Firm''s Registration No. 322324E

Hitesh Lilha

Place: New Delhi Partner

Date: 30th May 2016 Membership No. 069536


Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

The Management is responsible for the preparaton of these financial statements that give a true and fair view of the financial positon, financial performance and cash flows of the Company in accordance with the Accountng Standards referred to in sub-secton (3C) of secton 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Afairs in respect of Secton 133 of the Companies Act, 2013. This responsibility includes the design, implementaton and maintenance of internal control relevant to the preparaton and presentaton of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditng issued by the Insttute 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 preparaton and fair presentaton 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 efectveness of the Company''s internal control. An audit also includes evaluatng the appropriateness of accountng policies used and the reasonableness of the accountng estmates made by management, as well as evaluatng the overall presentaton of the financial statements.

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

Opinion

In our opinion and to the best of our informaton and according to the explanatons given to us, the financial statements give the informaton required by the Act in the manner so required and give a true and fair view in conformity with the accountng principles generally accepted in India: The Annexure referred to in paragraph 1 of Our Report of even date to the members of MBL Infrastructures Limited, on the accounts of the company for the year ended 31st March, 2014.

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

1. (a) The company has maintained proper records showing full partculars including quanttatve details and situaton of its fixed assets.

(b) As explained to us, fixed assets have been physically verifed by the management at reasonable intervals; no material discrepancies were notced on such verifcaton.

(c) In our opinion and according to the informaton and explanatons given to us, the Company has not disposed of a substantal part of its fixed asset during the year and therefore does not afect the going concern assumpton.

2. (a) As explained to us, inventories have been physically verifed during the year by the management at reasonable intervals.

(b) In our opinion and according to the informaton and explanatons given to us, the procedures of physical verifcaton of inventories followed by the management are reasonable and adequate in relaton to the size of the company and the nature of its business.

(c) In our opinion and on the basis of our examinaton of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was notced on physical verifcaton of stocks by the management as compared to book records.

3. (a) According to the informaton and explanatons given to us and on the basis of our examinaton of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other partes listed in the register maintained under Secton 301 of the Companies Act, 1956. Consequently, the provisions of clauses 3 (b), 3 (c) and 3 (d) of the order are not applicable to the Company.

(e) According to the informaton and explanatons given to us and on the basis of our examinaton of the books of account, the Company has not taken loans from companies, firms or other partes listed in the register maintained under Secton 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

4. In our opinion and according to the informaton and explanatons given to us, there is generally an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of contnuing failure to correct any weaknesses in the internal controls has been notced.

5. a) In our opinion and according to the informaton and explanatons provided by the management, the partculars of contracts or arrangements referred to in secton 301 of the Act have been entered in the register required to be maintained under that secton.

b) In our opinion and according to the informaton and explanatons provided by the management, the transactons made in pursuance of contracts and arrangements referred to in (5)(a) above and exceeding the value of Rs. 5 lakh with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant tme.

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

7. In our opinion and according to the informaton and explanatons given to us, the Company has an internal audit system commensurate with its size and the nature of its business.

8. We have broadly reviewed the books of accounts maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of Cost Records under clause (d) of sub-secton 1 of Secton 209 of the Act in respect of Company''s products and services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Educaton and Protecton Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorites except for Tax Deducted at Source by them which are sometmes not regularly deposited.

According to the informaton and explanatons given to us there were no Statutory dues outstanding as on 31.03.2014 for a period of more than six months from the date they became payable.

b) According to the informaton and explanatons given to us, there are no statutory dues that have not been deposited with the appropriate authorites on account of any dispute except for the amount mentoned below:

Name of the Nature of the Amount Period Forum where Statute Dues (Rs.In Lacs) dispute is pending

Income Tax Act Income Tax 103.06 A.Y. 2005-06 CIT(Appeals)

Income Tax Act Income Tax 0.43 A.Y. 2006-07 CIT(Appeals)

Income Tax Act Income Tax 119.82 A.Y. 2008-09 CIT(Appeals)

Income Tax Act Income Tax 228.45 A.Y. 2009-10 CIT(Appeals)

Income Tax Act Income Tax 182.91 A.Y. 2010-11 CIT(Appeals)

There is also a disputed Income Tax refund amountng to Rs.24.14 Lakhs relatng to A.Y. 2007-08 standing to the credit of the Company.

10. The Company does not have any accumulated loss at the end of the financial year and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the informaton and explanatons given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial insttuton, bank or debenture holders.

12. According to the informaton and explanatons given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securites.

13. The Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to informaton and explanatons given to us, the Company is not dealing or trading in shares, securites, debentures, and other Investments.

15. According to the informaton and explanatons given to us, the Company has given Corporate guarantees for loan taken by its Fully owned Subsidiary "AAP Infrastructures Limited" to the tune of Rs.50 Crores from a bank or financial insttuton. Also the Company has given Corporate guarantees for loan taken by its Subsidiary "Suratgarh Bikaner Toll Road Company Private Limited" to the tune of Rs.50 Crores from a bank or financial insttuton

16. To the best of our knowledge and belief and according to the informaton and explanatons given to us, term loans were applied for the purpose for which these were obtained.

17. Based on the informaton and explanatons given to us and on an overall examinaton of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. The Company has not made any preferental allotment of shares to partes and companies covered in the register maintained under secton 301 of the Act during the year.

19. The Company did not have any outstanding debentures during the year.

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

21. Based on the audit procedures performed and the informaton and explanatons given to us, we report that no fraud on or by the Company has been notced or reported during the year, nor we have been informed of such case by the management.

For Agrawal S. Kumar & Associates,

Chartered Accountants,

Firm Regn No. 322324E

Hitesh Lilha

(Partner) Membership No. 069536

Place : New Delhi.

Date : 26th Day of May 2014


Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the 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 pconsiders internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

b) in the case of the Statement of Profit and Loss, of the 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

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.

1. 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;

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

e) on the basis of written representations received from the Directors as on March 31,2013, and taken

on record by the Board of Directors, none of the Director is disqualified as on March 31,2013, from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

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 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.

The Annexure referred to in paragraph 1 of Our Report of even date to the members of MBL Infrastructures Limited, on the accounts of the Company for the year ended 31 st March, 2013.

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

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, the Company has not disposed off a substantial part of its fixed asset during the year and therefore does not affect the going concern assumption.

2. (a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals.

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

(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses 3 (b), 3 (c) and 3 (d) of the Order are not applicable to the Company. (e) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the Company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, there were no contracts or arrangements referred to in Section 301 of the Act entered during the financial year. (b) Since there were no transaction so this clause does not apply.

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

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

8. We have broadly reviewed the books of accounts maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of Cost Records under clause (d) of sub-section 1 of Section 209 of the Act in respect of Company''s products and services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained.

9. (a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities except for Tax Deducted at Source by them which are sometimes not regularly deposited. According to the information and explanations given to us there were no statutory dues outstanding as on 31st March, 2013 for a period of more than six months from the date they became payable. (b) According to the information and explanations given to us, there is a disputed Income Tax Liability amounting to Rs. 1,387.10 Lakhs including a refund of Rs. 24.14 Lakhs as on 31st March, 2013. No other amounts payable in respect of Wealth Tax, Service Tax, Sales Tax, Customs Duty and Excise Duty which have not been deposited on account of any disputes.

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

11. 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 a financial institution, bank or debenture holders.

12. According to the information and explanations given to us, the Company has not granted loans and advances

on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, the Company does not trade in Shares, Mutual funds & other Investments. Hence, no records are required to be maintained.

15. According to the information and explanations given to us, the Company has given guarantees for loan taken by its Fully owned Subsidiary "AAP Infrastructure Limited" to the tune of Rs. 50 Crores from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, we report that the Company has raised term loans during the year. The terms and condition of the Loans are not prejudicial to the interest of the Company.

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

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

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

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

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For Agrawal S. Kumar & Associates

Chartered Accountants

Firm Registration No. 322324E

Hitesh Lilha

Place: New Delhi (Partner)

Dated: 13th July, 2013 Membership No. 069536


Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s MBL Infrastructures Limited, as at March 31, 2012 and the related Profit and Loss Account annexed thereto 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.

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

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure, a Statement on the matters specified in Paragraphs 4 and 5 of the said Order.

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

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

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

c) The Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of accounts as submitted to us.

d) In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report have been drawn up in compliance 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 March 31, 2012 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Policies and notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view, in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

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

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

1. In respect of Fixed Assets :

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

(b) As explained to us, all the fixed assets have been physically verified by the management at reasonable intervals and in accordance with a phased programme of verification, which, in our opinion, is reasonable, considering the size and nature of the business. No material discrepancies were noticed on such verification.

(c) In our opinion, the Company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of Inventories :

(a) As explained to us, inventories have been physically verified by the management at the end of the year. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its business.

(b) The procedure of physical verification of inventories followed by the management in our opinion is reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination, we are of the opinion that the Company is maintaining proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

3. (a) The brought forward loan given by the Company to another company, covered in the register maintained under Section 301 of the Companies Act, 1956, has been fully recovered during the year and no fresh loans have been given by the company during the year to such parties.

(b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered under register maintained under Section 301 of the Companies Act, 1956.

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

5. According to the information and explanations given to us, we are of the opinion that the particulars of the transactions, if any, made in pursuance of the contract or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public so far upto 31st March 2012. Therefore, the provisions of clause (vi) of Paragraph 4 of the Order are not applicable to the Company.

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

8. To the best of our knowledge the Central Government has not prescribed the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 for any of the products of the Company.

9. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company has generally been regular in depositing, during the year, the undisputed statutory dues including, Income Tax, Sales Tax, Cess and other statutory dues as applicable, with appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amount is payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Cess and other material statutory dues, were in arrears, as at 31st March, 2012 for a period of more than 6 months from the date they became payable.

10. The Company does not have accumulated losses as at March 31, 2012 and it has not incurred any cash losses during the financial year ended on that date and in the immediately preceding financial year.

11. 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 the banks.

12. According to the records of the Company, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

13. In our opinion, the Company is not a chit fund / nidhi / mutual benefit fund / society. Therefore, the provisions of clause (xiii) of Paragraph 4 of the Order are not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures, and other investments. Accordingly, the provisions of clause (xiv) of Paragraph 4 of the Order are not applicable to the Company.

15. According to the information and explanations provided by the management, the terms and conditions of the guarantees given by the Company for loans taken by others from Banks or financial institutions are not prejudicial to the interest of the Company.

16. On the basis of review of utilisation of funds pertaining to term loans on overall basis and related information as made available to us, the term loans taken by the Company have been applied for the purposes for which they are obtained.

17. On the basis of review of utilisation of funds on overall basis, related information as made available to us and as represented to us by the management, the funds raised on short- term basis have not been applied during the year for long term investment.

18. 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.

19. According to the records the Company, the Company has not issued any debentures during the year.

20. The Company has not raised any monies by way of public issues of equity shares during the year.

21. In our opinion and according to the information and explanations provided by the management, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For Agrawal S. Kumar & Associates

Chartered Accountants

Firm Registration No. 322324E

(M. K. Jhawar)

Partner

Membership No. 061308

New Delhi

Dated : 30th May, 2012


Mar 31, 2011

1. We have audited the attached Balance Sheet of M/s MBL Infrastructures Limited, as at March 31, 2011 and the related Profit and Loss Account annexed thereto 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.

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

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a Statement on the matters specified in Paragraphs 4 and 5 of the said Order.

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

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

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

c) The Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of accounts as submitted to us.

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

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

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Policies and notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view, in conformity with the accounting principles generally accepted in India :

i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011;

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

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

Annexure to the Auditors' Report Referred to in paragraph 3 of our report of even date

1. In respect of Fixed Assets :

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

(b) As explained to us, all the fixed assets have been physically verified by the management at reasonable intervals and in accordance with a phased programme of verification, which, in our opinion, is reasonable, considering the size and nature of the business. No material discrepancies were noticed on such verification.

(c) In our opinion, the Company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of Inventories :

(a) As explained to us, inventories have been physically verified by the management at the end of the year. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its business.

(b) The procedure of physical verification of inventories followed by the management in our opinion is reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination, we are of the opinion that the Company is maintaining proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

3. (a) The Company has given interest free loan to one company covered under the register maintained under Section 301 of the Companies Act, 1956. The year end balance of the above loan is Rs. 650.26 Lacs. The terms and conditions of such loans are prima facie not prejudicial to the interest of the Company. The loan is repayable as per stipulations. The maximum amount outstanding during the year was Rs. 757.13 Lacs.

(b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered under register maintained under Section 301 of the Companies Act, 1956.

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

5. According to the information and explanations given to us, we are of the opinion that the particulars of the transactions, if any, made in pursuance of the contract or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public so far upto 31st March 2011. Therefore, the provisions of clause (vi) of Paragraph 4 of the Order are not applicable to the Company.

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

8. To the best of our knowledge the Central Government has not prescribed the maintenance of cost records under Section 209(l)(d) of the Companies Act, 1956 for any of the products of the Company.

9. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company has generally been regular in depositing, during the year, the undisputed statutory dues including, Income Tax, Sales Tax, Cess and other statutory dues as applicable, with appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amount is payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Cess and other material statutory dues, were in arrears, as at 31st March, 2011 for a period of more than 6 months from the date they became payable.

10. The Company does not have accumulated losses as at March 31, 2011 and it has not incurred any cash losses during the financial year ended on that date and in the immediately preceding financial year.

11. 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 the banks.

12. According to the records of the Company, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

13. In our opinion, the Company is not a chit fund / nidhi / mutual benefit fund / society. Therefore, the provisions of clause (xiii) of Paragraph 4 of the Order are not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures, and other investments. Accordingly, the provisions of clause (xiv) of Paragraph 4 of the Order are not applicable to the Company.

15. According to the information and explanations provided by the management, the terms and conditions of the guarantees given by the Company for loans taken by others from Banks or financial institutions are not prejudicial to the interest of the Company.

16. On the basis of review of utilisation of funds pertaining to term loans on overall basis and related information as made available to us, the term loans taken by the Company have been applied for the purposes for which they are obtained.

17. On the basis of review of utilisation of funds on overall basis, related information as made available to us and as represented to us by the management, the funds raised on short- term basis have not been applied during the year for long term investment.

18. 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.

19. According to the records the Company, the Company has not issued any debentures during the year.

20. The Company has not raised any monies by way of public issues of equity shares during the year.

21. In our opinion and according to the information and explanations provided by the management, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For Agrawal S. Kumar & Associates

Chartered Accountants Firm Registration No. 322324E

(M. K. Jhawar) Partner Membership No. 061308

New Delhi Dated : The 29th Day of May, 2011


Mar 31, 2010

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

2. We have conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on 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. Further to our comments in the annexure referred above, we report that:

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

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

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

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956.

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

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

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

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

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

As required by the Companies (Auditors Report) Order 2003 (as amended) (the order), issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956 and on the basis of such checks as were considered appropriate and according to the information and explanations given to us, we report that:

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

(b) As explained to us, the assets have been physically verified by the management in accordance with a phased programme of verification, which, in our opinion, is reasonable, considering the size and nature of the business. The frequency of verification is reasonable and no material discrepancies were noticed on such physical verification.

(c) The Company has not disposed of substantial part of fixed assets during the year so as to affect the going concern status of the Company.

2. (a) The Company has given loans to one company covered under the register maintained under Section 301 of the Companies Act, 1956. The year end balance of the above loan is Rs. 753.25 lacs. The terms and conditions of such loans are prima facie not prejudicial to the interest of the Company.

(b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered under register maintained under Section 301 of the Act.

3. In our Opinion and according to explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and sale of inventory. During the course of our audit, no major weakness has been noticed in the internal control.

4. According to the information and explanations provided by the Management, the transactions made in pursuance of contract or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs.5 lacs 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.

5. Based on our scrutiny of the Companys records and according to the information and explanation provided by the management, in our opinion, the Company has not accepted any public deposits so far up to 31 st March 2010.

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

7. As the Company is in the service industry, no cost records have been prescribed under the provisions of Section 209(1 )(d) of the Companies Act, 1956.

8. a) According to the records of the Company, the Company is regular in depositing with the appropriate authorities undisputed statutory dues including. Income Tax, Wealth-tax, Sales-tax, Cess and other statutory dues applicable to the Company.

b) According to the explanation and information given to us, no undisputed amount is payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Cess and other material statutory dues, were in arrears, as at 31st March, 2010 for a period of more than 6 months from the date they became payable.

c) According to the information and explanation given to us, the amount which have not been deposited on account of any dispute is as below - Income Tax 2003-2004 & 2004 - 2005 Income Tax Appellate Tribunal Rs. 343.33

9. The Company has no accumulated loss as at 31st March 2010 and it has not incurred any cash loss in the financial year ended on that date or in the immediately preceding financial year.

10. Based on our audit procedures and on the information & explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to the banks.

11. According to the records, the Company has not granted any Loans on the basis of security or pledge of shares, debentures or other securities.

12. In our opinion, proper records have been maintained of the transactions and the contracts for investments and timely entries have been made therein. The shares, securities, debentures and other investments, which are held by the Company and also pledged to banks, are in the Companys name.

13. According to the information and explanations provided by the management, the terms and conditions of the guarantees given by the Company for loans taken by others from Banks or financial institutions are not prejudicial to the interest of the Company.

14. On the basis of review of utilisation of funds pertaining to term loans on overall basis and related information as made available to us, the term loans taken by the Company have been applied for the purposes for which they are obtained.

15. On the basis of review of utilisation of funds on overall basis, related information as made available to us and as represented to us by the management, the funds raised on short- term basis have not been applied during the year for long term investment.

16. 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 during the year.

17. According to the records the Company, the Company has not issued any debentures during the year.

18. The provisions of any specials statutory applicable to Chit Fund/ Nidhi/ Mutual Benefit Fund/ Societies are not applicable to the Company.

19. Based on the audit procedures applied by us and according to the information and explanation provided by the management, we report that no frauds on or by the Company has been noticed or reported during the course of our audit.

20. We have verified that the end use of money raised by public issue amounting to Rs. 102.60 crores is as disclosed in the notes to the financial Statements.

21. Other clauses of the Order are not related or applicable to the Company during the year under review.

For Agrawal S. Kumar & Associates

Chartered Accountants

Firm Registration No. 322324E

(M. K. JHAWAR)

Place: Kolkata Partner

Dated : The 30th day of May, 2010 Membership No.061308

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