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Auditor Report of MEP Infrastructure Developers Ltd.

Mar 31, 2015

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

MANAGEMENT'S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

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

AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion on these 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, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the 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 2015, and its profit and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

1. As required by the Companies (Auditor's Report) Order, 2015 ('the Order) issued by the Central Government of India in terms of sub- section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, 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 31 March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 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 Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 26.1 to the financial statements;

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

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

(Referred to in 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) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of two years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, certain fixed assets were physically verified during this year and no material discrepancies were noticed on such verification.

(ii) The Company is engaged in toll collection business. Accordingly, it does not hold any physical inventory. Thus, paragraph 4(ii) of the Order is not applicable to the Company during the year.

(iii) The Company has granted loans to twelve companies covered in the register maintained under Section 189 of the Act.

(a) In the case of the loans granted to the companies listed in the register maintained under section 189 of the Act, the borrowers have been regular in the payment of the interest as stipulated. There is no principal amount due for payment during the year.

(b) There is no overdue amount of more than rupees one lakh in respect of loans granted to the companies listed in the register maintained under Section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us, except for certain services rendered by the Company which as explained to us are for the specialized requirements of the buyers and for which suitable alternative sources are not available to obtain comparative quotations, 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 fixed assets and with regard to the sale of services. The Company does not have any purchase of inventory and sale of goods during the year. We have not observed any major weakness in the internal control system during the course of the audit.

(v) The Company has not accepted any deposits from the public.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under Section 148(1) of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records.

(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, employee's state insurance, income-tax, sales-tax, wealth tax service tax, value added tax and other material statutory dues have been generally regularly deposited with the appropriate authorities, except for dues of income tax, in which there have been significant delays in few instances. According to the information and explanations given to us, the Company does not have any dues on account of customs duty and excise duty.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employee's state insurance, income-tax, sales-tax, wealth tax, service tax, value added tax and other material statutory dues were in arrears as at 31 March 2015 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 are no dues of income tax and service tax which have not been deposited with the appropriate authorities on account of any disputes except for the following:

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

The Finance Act, 1994 Service Tax 8,171.18 2007-08 to 2011-12 Customs, Excise and Service Tax Appellate Tribunal (CESTAT)

(c) According to the information and explanation given to us, there are no amounts that are required to be transferred to the investor education and protection fund by the Company.

(viii) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayments of dues to its bankers or financial institutions except for principal amount of loan due to banks ranging from Rs. 20.00 lakhs to Rs. 3,749.34 lakhs which is overdue for a period ranging from 1 day to 31 days and for interest on loan due to banks ranging fromRs. 6.48 lakhs toRs. 61.74 lakhs which is overdue for a period ranging from 2 days to 29 days. The amounts as mentioned above have been repaid on various dates during the year and also subsequent to the year end.

(x) In our opinion and according to the information and explanations given to us, the terms and conditions on which the Company has given guarantees for loans taken by others from banks or financial institutions are not, prima facie, prejudicial to the interest of the Company.

(xi) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were raised.

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



For B S R and Co For Parikh Joshi & Kothare

Chartered Accountants Chartered Accountants

Firm's Registration No: 128510W Firm's Registration No: 107547W

Vijay Mathur Yatin R. Vyavaharkar

Partner Partner

Membership No: 046476 Membership No: 033915

Mumbai Mumbai

August 4, 2015 August 4, 2015


Mar 31, 2014

We have audited the accompanying financial statements of MEP Infrastructure Developers Private Limited ('the Company'), which comprise the Balance Sheet as at 31 March 2014 and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's responsibility for the financial statements

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

Auditor's responsibility

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

MEP Infrastructure Developers Private Limited

Opinion

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

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

ii. in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and,

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

Annexure to the Independent Auditors' Report - 31 March 2014 (Referred to in 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) The Company has a phased programme of physical verification of its fixed assets by which all fixed assets are verified over a period of two years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, certain fixed assets were physically verified during the year and no material discrepancies were noticed on such verification.

(c) Fixed assets disposed off during the year are not substantial, and hence, do not affect the going concern assumption.

(ii) The Company is engaged in toll collection business and in road repair and maintenance work. Accordingly, it does not hold any physical inventories. Thus, paragraph 4(ii) of the Order is not applicable to the Company during the year.

(iii) (a) During the year, the Company has granted loans to fifteen companies and an enterprise over which significant influence is exercised by key managerial personnel covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year was Rs 18,955.54 lakhs and the balance as at the year-end was Rs 10,505.37 lakhs.

(b) Of the above, loans to seven subsidiaries and an enterprise over which significant influence is exercised by key managerial personnel are interest free. Having regard to the management's representation that the interest free loans given to subsidiaries are from the Company's own funds and are in the interest of the Company's business, the terms and conditions are not, prima facie, prejudicial to the interest of the Company

In addition to the matter stated in the above paragraph, in our opinion, the rate of interest and other terms and conditions on which the loans have been granted to the other eight companies listed in the register maintained under Section 301 of the Act, are not, prima facie, prejudicial to the interest of the Company.

(c) According to the information and explanations made available to us, the amounts of such loans and interest where applicable, have been duly repaid by the companies and other parties covered in the register maintained under Section 301 of the Act as and when demanded by the Company, and thus, there has been no default in the repayments.

(d) There is no overdue amount of more than Rupees one lakh in respect of loans granted to any of the companies and other parties listed in the register maintained under Section 301 the Act.

(e) During the year, the Company has taken loans from seven companies and two key management person covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year was Rs 14,415.19 lakhs and the year-end balance of such loan was Rs 3,123.78 lakhs.

(f) In our opinion, the terms and conditions on which the interest free loan had been taken from the five companies and two key management person listed in the register maintained under Section 301 of the Act, are not, prima facie, prejudicial to the interest of the Company.

(g) In the case of loans taken from the five companies and two key management person listed in the register maintained under Section 301 of the Act, the Company was regular in repaying the principal and interest amounts as stipulated in the loan agreement.

(iv) In our opinion and according to the information and explanations given to us, and having regard to the explanation that purchases of certain items of fixed assets are for the Company's specialised requirements, in respect of which comparable prices are not available, 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 fixed assets and with regard to the sale of services. The Company does not have any purchase of inventory and sale of goods during the year. We have not observed any major weakness in the internal control system during the course of the audit.

(v) (a) In our opinion and according to the information and explanations given to us, the

- particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements referred to in (a) above and exceeding the value of Rupees five lakhs with 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) The Company has not accepted any deposits from the public.

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

(viii) The Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Act, for any of the services rendered by the Company.

(ix) (a) According to the information and explanations given to us and, on the basis of our examination of the records of the Company, the Company is generally reg,ular in depositing with the appropriate authorities undisputed statutory dues including Provident fund, Employee's State Insurance, Income-tax, Wealth Tax, Sales-tax and other material statutory dues though there have been slight delays in few cases in depositing Provident Fund, Emploj'ees' State Insurance, Income-tax and Sales- tax. However, there are major delays in few cases in depositing Provident fund though the amounts involved are not material, and there were major delays in few cases in depositing Service tax and Income-tax dues where the amounts involved are material, and the said amounts have been subsequently deposited. As explained to us, the Company did not have any dues on account of Investor Education and Protection Fund. According to the information and explanations given to us, dues on account of Excise duty, Customs duty and Cess are not applicable to the Company.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Employee's State Insurance, Income tax, Service tax and other material statutory dues were in arrears as at 31 March 2014 for a period of more than six months from the date they became payable, except in case of the following

Name of the Nature of Amount Period to Statute Dues (Rs. in which the lakhs) amount relates

Sales Tax Value 1.49 January 2013 Added Tax

The Income- Tax 76.62 AY 2014-15 tax Act, Collected 1961 at Source

Name of the Statute Due Date Date of Payment

Sales Tax Within 21 days 28 September 2013 from end of each month

The Income- tax Act, 1961 Within 7 days 11 July 2014 from the end of the month

(b) According to the information and explanations given to us, there are no dues of Income-tax, Sales-tax and Wealth Tax which have not been deposited with the appropriate authorities on account of any dispute. According to the information and explanations given to us, dues on account of Excise duty, Customs duty and Cess are not applicable to the Company. The particulars of amounts of Service Tax as at 31 March 2014 disputed by authorities are as follows -

Name of Nature of the Amount (Rs. Period to which the the Dues in Lakhs) amount relates Statute

The Service Tax 8,171.18 2007-08 to 2011-12 Finance Act, 1994

Name of the Statute Forum where dispute is pending

The Finance Act, 1994 Customs, Excise and Service Tax Appellate Tribunal (CESTAT)

(x) The Company does not have any accumulated losses at the end of the current financial year and has not incurred cash losses in the current financial year and in the immediately preceding year.

(xi) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to its banks or to any financial institutions except for repayment of principal dues ranging from Rs 19.05 lakhs to Rs 3,750.00 lakhs due to the banks which was overdue for a period ranging from 1 day to 31 days. The amounts as mentioned above have been repaid on various dates during the year as well as subsequent to the date of the Balance Sheet.

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

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

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

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

(xv) In our opinion and according to the information and explanations given to us, the terms and conditions on which the Company has given guarantees for loans taken by others from banks or financial institutions are not, prima facie, prejudicial to the interest of the Company.

(xvi) In our opinion and according to the information and explanations given to us, the term loans taken by the Company have been applied for the purpose for which they v/ere raised.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short term basis have not been used for long-term investments.

(xviii) The Company has not made any preferential allotment of shares to companies, firms and parties covered in the register maintained under Section 301 of the Act.

(xix) The Company did not have any outstanding debentures during the year.

(xx) T he Company has not raised any money by public issues during the year.

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

For BSR and Co

Chartered Accountants Firm's Registration No: 128510W

For Parikh Joshi & Kothare

Chartered Accountants Firm's Registration No: 107547W

Vijay Mathur

Partner

Membership No: 046476

Mumbai

11 August 2014

Yatin R. Vyavaharkar

Partner

Membership No: 033915 Mumbai 11 August 2014



 
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