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Auditor Report of OM Metals Infraprojects Ltd.

Mar 31, 2015

1. We have audited the accompanying standalone financial statements of Om Metals Infraprojects Limited ('the Company') which comprise the Balance Sheet as at 31 March, 2015. the Statement of Profit and Loss, the cash flow statement for die year then ended and a summary of significant accounting policies and other explanatory information, In which are incorporated financial statements of Engineering, Real estate & Hotel Divisions of die Company audited by odier auditors and whose reports have been furnished to us. Our opinion, in so far as it relates to the affairs of such division is based solely on die report of other auditors.

Management's Responsibility for the Financial Statements

2. The Company's Board of Directors is responsible for die matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements diat 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 die Act, read with Rule 7 of die Companies (Accounts) Rules, 2014 (as amended). This responsibility also includes maintenance of adequate accounting records in accordance witli 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, diat were operating effectively for ensuring die accuracy and completeness of die accounting records, relevant to die preparation and presentation of die financial statements diat give a true and fair view and are free from material misstatement, whittler due to fraud or error.

Auditor's responsibility

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

4. We have taken into account die provisions of die 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 diere under.

5. We conducted our audit in accordance widi die 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.

6. An audit involves performing procedures to obtain audit evidence about die amounts and die disclosures in the financial statements. The procedures selected depend on die auditor's judgment, including die assessment of the risks of material misstatement of the financial statements, weedier due to fraud or error. In making tliose risk assessments, die 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 die purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and die operating effectiveness of such controls. An audit also includes evaluating die appropriateness of the accounting policies used and die reasonableness of die accounting estimates made by die Company's Directors, as well as evaluating die overall presentation of the financial statements.

7. 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

8. In our opinion and to the best of our information and according to the explanations given to us, die aforesaid standalone financial statements give the information required by the Act in die 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 balance sheet, of the stale of affairs of the Company as at 31 si March, 2015,

b) in the case of the statement of profit and loss of the profit for the year ended on that date.

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

9. Emphasis of matter(s)

i) We did not audit the financial statement of joint venture reflecting company's share in profit of Rs. 1712.47 Lacs in financial Statement of the Company. These financial statements have been audited by the other Auditors whose reports have been furnished to us by the management, and our opinion, in so far as it relates to the amounts included in respect of said audited Joint Ventures/ Firm, is based solely on the reports of the other Auditors. Our opinion is not qualified in respect of these matters.

ii) The financial statement of branches located at Rawanda, and Nepal reflecting profit(Net) of Rs. 106.81. Lacs in financial Statement of the Company. These financial statements are unaudited but the Auditors of Engineering Divisions have reviewed the Financial Statements and incorporated in the engineering division. Our opinion is not qualified in respect of these matters.

Report on Other Legal and Regulatory Requirement

10. As required by the companies (Auditor's Report) order, 2015 vide order dated 10th April 2015 issued by the Central Govt, of India in terms of Section 143(11) of the Act,. The matter which on which reporting are required under CARO 2015 Audit Report as per Annexure-A.

11. 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 and proper returns adequate for the purposes of our audit have been received from die branches i.e. Engineering, Real estate & Hotel Divisions of die Company not visited by us .

(c) The report(s) on die accounts of the branch office(s) i.e. Engineering, Real estate & Hotel Divisions of the Company audited under section 143 (8) of die Act. By the branch auditors have been sent to us and have been properly dealt with by us in preparing diis report.

(d) The standalone financial statements dealt with by diis report are in agreement widi die books of accounts and widi die returns received from the branches not visited by us.

(e) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of die Act, read with Rule 7 of die Companies (Accounts) Rules, 2014.(as amended)

(f) Under die emphasis of matter, in our opinion ,there is no adverse effect on the functioning of die company .

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

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

i. die company has disclosed the impact of pending litigation on its financial position in its Financial Statement as referred in Note no 2.28(b) to die Financial Statement.

ii. The Company has made provisions, as required under the applicable law or accounting standards, for material foreseeable losses, if any, and as required on long term contracts did not have any long-term contracts including derivative contracts.

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

Annexure referred to in paragraph I under the heading of "Report on other legal and Regulatory requirements" of the independent Auditor's Report on the Accounts of Om Metals Infraprojects Limited ("The Company") for the year ended on 31s' March 2015.

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of accounts and other records examined by us in the normal course of audit, In preparing the report, we have considered the report made under the aforesaid order by other auditors, who have audited the accounts of the Divisions of Engg., Real estate and Hotel of the Company we report that:

(i) In respect of fixed assets :

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

b) The fixed assets were physically verified during the year by the management in accordance with a program of verification, the frequency of verification is reasonable having regard to the size of the company and the nature of its fixed assets. According to the information and explanations given to us, no materia) discrepancies were noticed on such verification as compared to books records.

(ii)(a) As explained to us, the inventory of tire Company has been physically verified during the year by the management, except goods in transit. In our opinion, the frequency of verification is reasonable.

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

© On the basis of our examination of records of inventory, we are of the opinion, that, the Company is maintaining proper records of inventories . The discrepancies noticed on physical verification of inventories as compared to book records were not material having regard to the size or the operations of the Company and have been properly dealt within the books of accounts.

(hi) According to information and explanations given to us, during the year' the company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 189 of the companies Act, 2013 other than unsecured loan granted to the 2 nos of Wholly owned subsidiaries. The maximum amount outstanding at any time during the year was Rs. 21997.68 Lacs and the year end balance of such loans so granted was Rs.20497.68 Lacs, which are Interest free loans and further explained to us, these loans have been made for setting up new projects and make strategic Investments in step subsidiaries/ Joint Ventures.

a) there is no repayment schedule, hence we are unable to comment as to whether receipt of Principal amount is regular.

(iv) There is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to the purchase of inventories and fixed assets and with regard to the sale of goods and services . Further, on the basis of our examination and according to the information and explanations give to us, we have not observed any continuing failure to correct major weaknesses in such internal control system.

(v) The company has not accepted any deposits within the meaning of section 73 to 76 of the Companies Act and the Companies (Acceptance of Deposits) Rules, 2014 (As Amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of accounts maintained by the company, pursuant to the Rules made by the Central Govt, for the maintenance of cost records under sub section (1) of section 148 of the Companies Act, 2013 in respect of generation" of Electricity, Construction Projects and Road and other infrastructures of the company and are of the opinion that, prima-facia, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determining whether they are accurate or complete.

(vii)(a) According to the records of the company, the company has generally been regular in depositing undisputed statutory dues in respect of income tax, Service Tax, Sales Tax, Wealth Tax, Excise duty, PR & ESI and duty of customs, Value added Tax, Cess and other material statutory dues applicable have generally been regularly deposited within the appropriate authorities, though there has been delay in a few cases. Further, no undisputed amount payable in respect thereof were outstanding at the year end for a period more than six months from the date they became payable.

(b) According to information and explanation given to us, no undisputed amount of statutory dues in respect of income tax, Service Tax, Sales Tax , Excise duty, P.F. & ESI and other statutory dues outstanding as at 31.03.2015 for a period more than 6 months from the date on which they became payable.

According to the information and explanations given to us and the records of the company examined by us, details of the following disputed dues that were not deposited with the appropriate authorities.

Nature of Nature of Forum where dispute is pending Demand the Statute Dues Amount (Rs. in Lacs. Central Sales Sales Tax Commissioner Tax Act, & Entry (Appeals) Tribunal 755.81

1956. and Sales Tax/VAT Act of High Court 24.10 various state

Central Excise Act,1994 Excise Duty Tribunal/Commissioner 837.79 and Show Case

Income Tax Income Tax ITAT/CIT Appeal 628.23

Act, 1961

Service tax Service Tax Commissioner 199.30

law, finance (Appeals)/Tribuna l0.28 Act, 1994

Wealth Tax Wealth Tax ITAT 0.28 Act.

Nature of Amount paid Period to the statute under protest which the (Rs. in lacs.) amount relates

Central Sasles Tax 4.89 1984-85,1985-86 Act.1956.and sales 1990-91,2008-09to Tax/VAT Act ofvarious 2011-12 states 1986-87 & 2003-2004

Central 26.50 1997-98, 2001 Excise Act 1994 to 2014-15

Income tax 260.17 1996-97,2007- Act,1961 08 to 2014-15

Service tax law 1.50 2003-2004 to 2005-2006 & 2009-10 to 2011-12 finance Act,1994

Wealth Tax Act 0.28 1992-1993

Note : 1) Amount as per demand orders including interest and penalty wherever quantified in the order.

2) In the matter of the Income tax,the department has disallowed expenditure /80IB aggregating Rs. 10684.71 Lacs during the Financial Years 1976-77,1995-96, 2001-2002 to 2008-2009 & 2010-11.The appeals were decided in favour of the company. The department has preferred appeals with the Hon' ble High Court/ITAT.The tax liability if any arriasing on the a final outcome of the case is indeterminate hence could not be provided.

(c) According to the records of the company, the company has transferred the requisite amount to the investor education and protection fund in accordance with the relevant provisions of the Companies Act and rules made there under. (viii) The Company does not have accumulated losses as at 31st March 2015 and has not incurred cash losses during the financial year ended on that date or in the immediately preceding financial year endedMarch 31,2014.

(ix) In our opinion and according to the information and explanation given to us the company has not defaulted in repayment of dues' to financial institution, bank or to debenture holders during the year.

(x) On the basis of the information given to us, the company has given guarantees for loans taken by others from banks or financial institutions during the year which are not prime- facie, prejudicial to the interest of the Company.

(xi) To the best our knowledge and belief and according to the information's and explanations given to us, the company has applied the term Loans for the purpose for which these loans were obtained during the year.

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

For M.C. BHANDARI & CO.

FIRM REG. NO.303002E

Chartered Accountants

Place: Delhi

Dated: 30/05/2015

(S.K. MAHIPAL)

PARTNER

M. NO.70366


Mar 31, 2014

We have audited the accompanying financial statements of Om Metals Infra Projects Limited (''the Company'') which comprise the balance sheet as at 31 March 2014, 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. In which are incorporated financial statements of Engineering, Rea! estate & Hotel Divisions of the Company audited by other auditors and whose reports have been furnished to us. Our opinion, in so far as it relates to the affairs of such division Is based solely on the report of other auditors and whose reports have been furnished to us.

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 Sept. 2013 of the Ministry of Corporate Affairs in respect of section 137 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 purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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 subject to note 1 & 2 annexed .

i) in the case of the balance sheet, of the State of affairs of the Company as at 31March 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 the case of the cash flow statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, 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 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 and proper returns adequate for the purposes of our audit have been received from Engineering, Real estate & Hotel Divisions of the Company not visited by us .The Branch Auditor''s Report of Engineering, Real estate & Hotel Divisions have been forward to us and have been appropriately dealt with ;

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 and with the audited returns from the Engineering, Real estate & Hotel Divisions;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 19S6 read with the General Circular 15/2013 dated 13 Sept. 2013 of the Ministry of Corporate Affairs in respect of section 137 of the Companies Act, 2013; 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 Companies Act, 1956.

Annexure to the Auditors'' Report

ANNEXURE REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON THE OTHER LEGAL AND REGULATORY REQUIREMENT" OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF M/S OM METALS INFRAPROJECTS LIMITED, ON THE ACCOUNTS AS AT AND FOR THE YEAR ENDED ON 31ST MARCH, 2014

On the basis of the information and explanations given to us and on the basis of such checks as we considered appropriate, our statement on the matters specified in para 3 and 4 of the said order Is given below. In preparing the report, we have considered the report made under the aforesaid order by other auditors, who have audited the accounts of the Divisions of Engg., Real estate and Hotel of the Company.

1. In respect of its fixed assets.

a) The Company has maintained proper records showing full particulars, Including quantitative details and situation of the fixed assets,

b) As explained to us, the company has a programme of physically verifying all its fixed assets over a period of three years, which In our opinion is reasonable having regard to the size of the company and nature of its fixed assets. In accordance with this programme, some of fixed assets were physically verified by the management during the year. The discrepancies noticed on such physical verification between the physical balances and the fixed assets records were not material and have been properly dealt with in the books of account.

c) The fixed assets disposed off during the year, In our opinion, do not constitute a substantial Part of the fixed assets of the company and such disposal has, in our opinion, not affected the going concern status of the company.

2(a) As explained to us, the inventories other than goods in transit of the company has been physically verified during the year by the Management at the year end except for Inventory lying with third parties at the end of the year for which confirmations have been obtained in most of the cases,

(b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate In relation to the size of the company and the nature of Its business.

(c) On the basis of our examination of records of inventories, we are of the opinion that, the company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material, having regard to the size or the operations of the Company and have been properly dealt with in the books of account.

3.a) According to the information and explanations given to us, the company has, during the year, not granted any loans, secured or unsecured to companies, firms and other parties covered in the register maintained under section 301 of the Companies act, 19S6 other than unsecured loans granted to Two Wholly owned subsidiaries and one joint venture during the year, covered in the register maintained under section 301 of the companies Act. 1956. The maximum amount outstanding at any time during the year was Rs. 20595.72 Lacs and the year end balance of loans so granted was Rsl8787.50 Lacs which are interest free Loans and further explained to os, these loans have been made for setting up new projects and making strategic investments in other subsidiaries/ Joint ventures.

b) In our opinion and according to the information and explanations given to us, after considering the purpose for which loans have been granted as indicated in paragraph 4 (iii) (a) of the Companies (Auditor''s Report ) order, 2003 (here in after referred to as the order), the rate of interest and other terms and conditions of the loans granted, are, prima-facia, not prejudicial to the interest of the company.

c) According to the information and explanations given to us, the parties , to whom the loans have been granted by the company, as referred to in paragraph 4 (iii) (a) above, is interest free loans to subsidiaries and joint venture of the company, have been regular in repayment of principal amount over a period of 3 to 5 years or as stipulated .

d) There is no overdue amount of loans granted to companies, firms or other parties listed in the registered maintained under section 301 of the Companies Act. 1956.

e) According to the information and explanations given to us, the company has not taken any loans, secured or unsecured from companies, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clauses 4(lli)(e) to (g) of the Companies (Auditor s Report) Order, 2003(as amended) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, having regard to the explanation that some of the items purchased/Job work are of special nature and suitable alternative sources do not exist for obtaining comparable quotations, there Is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to the purchase of inventories and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weaknesses In such internal control system.

5. (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of Contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, Where each of such transactions is in excess of rupees five lacs in respect of any party, the transactions have been made at price which are prima facte reasonable having regard to the prevailing market price at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the Public. Therefore the provisions of clause (vi) of the Companies (Auditor''s report) order, 2003 are not applicable to the company.

7. In our opinion, the interna! audit functions carried out during the year by the company and the firms of chartered accountants appointed by the Management have been commensurate with the size of the company and the nature of its business.

8. We have broadly reviewed the cost records maintained by the company in respect of products where , pursuant to the Rules made by the Central Govt., the maintenance of cost records have been prescribed under section 209 (1) (d) of the Companies Act, 1956 and are of the opinion that, prima-facia, the prescribed cost records have been made and maintained . We have not, however, made a detailed examination of the cost records with a view to determining whether they are accurate or complete.

9a) According to the information and explanations given to us and the books and records of the company examined by us, the company has generally been regular in depositing undisputed statutory dues including provident fund, investor education protection fund, employees state insurance , income tax, sales tax/VAT, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to the company. However in some cases TDS, PF and ESI dues have been deposited beyond the stipulated time limit.

b) According to the information and explanations given to us and the records of the company examined by us, there are no undisputed amounts payable in respect of provident fund, investor education protection fund, employee''s state insurance , income tax, sales tax/VAT, wealth tax, service tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding at the year end, for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us and the records of the company examined by us, details of the following disputed dues that were not deposited with the appropriate authorities.

Note: 1) Amount as per demand orders Including interest and penalty wherever quantified in the order.

2) In the matter of income tax , the department has preferred an appeal to the Hon''ble High Court, Jaipur/order processed u/s. 263 for the A.Y. 1996-97 and 2004-2005,2005-2006 to 20072008. The amount of tax liabilities is indeterminate.

10. The Company has no accumulated losses at the end of the financial year March 31, 2014. Further, the Company has not incurred any cash losses during the financial year ended March 31, 2014 and in the immediately preceding financial year ended March 31,2013.

11. According to the records of the company examined by us and the information and explanations given to us, the company, during the year, has not defaulted in repayment of dues to the NBFC and banks.

12. In our opinion and according to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of share, debentures and other securities, paragraph 4 (xii) of the order is not applicable.

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

14. In respect of dealing/trading in shares, securities and other investments, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made there in . The shares, securities, and other investments have been held by the company in its own name.

15. According to the information and explanations given to us, the Company has given guarantee for loans taken by its Joint Ventures and other company from banks, the terms and conditions whereof, in our opinion, not prima-facie are pre judicial to the interest of the company.

16. In our opining and according to the information and explanations given to us, the term loans taken have been applied for the purposes for which they were obtained.

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

18. The company has not made any preferential allotment of shares during the year to parties and Companies covered In the register maintained under section 301 of the Companies Act, 1956 paragraph 4 (xviii) of the order Is not applicable.

19. The company has not issued any debenture during the year.

20. Since, the company has not raised any money by way of public Issue during the year, paragraph 4 (xx) of the order Is not applicable.

21. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no material fraud on or by the company has been noticed or reported during the year.

For M.C. BHANDARI & CO. CHARTERED ACCOUNTANTS FIRM REG. N0.303002E

Place: 38 Shopping Centre, Kota (Raj.)

Dated: 30.0S.2014 Sd/- (S.K. MAHIPAL) PARTNER M.No.70366


Mar 31, 2013

We have audited the accompanying financial statements of Om Metals Infra Projects Limited (''the Company'') which comprise the balance sheet as at 31 March 2013, 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. In which are incorporated financial statements of Engineering, Real estate & Hotel Divisions of the Company audited by other auditors.

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 considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of 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 subject to note 1 & 2 annexed:

i) in the case of the balance sheet , of the State of affairs of the Company as at 31March2013:

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, 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 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 and proper returns adequate for the purposes of our audit have been received from Engineering, Real estate & Hotel Divisions of the Company not visited by us .The branch auditor''s report of Engineering, Real estate & Hotel Divisions have been forward to us and have been appropriately dealt ;

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 and audited returns from the Engineering, Real estate & Hotel Divisions;

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

e. on the basis of written representations received from the directors as on 31 March 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure to the Auditors'' Report

ANNEXURE REFERRED TO IN PARAGRAPH REPORT ON THE OTHER LEGAL AND REGULATORY REQUIREMENT OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF M/S OM METALS INFRAPROJECTS LIMITED, ON THE ACCOUNTS AS AT AND FOR THE YEAR ENDED ON 31st MARCH, 2013

On the basis of the information and explanations given to us and on the basis of such checks as we considered appropriate, our statement on the matters specified in para 3 and 4 of the said order is given below. In preparing the report, we have considered the report made under the aforesaid order by other auditors, who have audited the accounts of the Divisions of Engg., Real estate and Hotel of the Company.

1. In respect of its fixed assets.

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

b) As explained to us, the company has a programme of physically verifying all its fixed assets over a period of three years, which in our opinion is reasonable having regard to the size of the company and nature of its fixed assets. In accordance with this programme, some of fixed assets were physically verified by the management during the year. The discrepancies noticed on such physical verification between the physical balances and the fixed assets records were not material and have been properly dealt with in the books of accounts.

( c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial Part of the fixed assets of the company and such disposal has, in our opinion, not affected the going concern status of the company.

2(a) As explained to us, the inventories other than goods in transit of the company has been physically verified during the year by the Management at the year end except for inventory lying with third parties at the end of the year for which confirmations have been obtained in most of the cases.

(b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of records of inventories, we are of the opinion that the company has maintained proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material, having regard to the size or the operations of the Company and have been properly dealt with in the books of account.

3.a) According to the information and explanations given to us, the company has during the year, granted the loans, secured or unsecured to companies, firms and other parties covered in the register maintained under section 301 of the Companies act, 1956 to Two Wholly owned subsidiaries, one Associates and Two joint venture during the year, covered in the register maintained under section 301 of the companies Act. 1956. The maximum amount outstanding at any time during the year was Rs. 20685.97Lacs and the year end balance of loans so granted was Rs. 19623.02 Lacs which is interest free Loans and further explained to us, these loans have been made for setting up new projects and making strategic investments in other subsidiaries/joint ventures .

b) In our opinion and according to the information and explanations given to us, after considering the purpose for which loans have been granted as indicated in paragraph 4 (iii) (a) of the Companies (Auditor''s Report ) order , 2003 (here in after referred to as the order) , the rate of interest and other terms and conditions of the loans granted , are prima-facia , not prejudicial to the interest of the company.

c) According to the information and explanations given to us, the parties , to whom the loans have been granted by the company, as referred to in paragraph 4 (iii) (a) above, is interest free loans to subsidiaries and joint venture of the company, have been regular in repayment of principal amount over a period of 3 to 5 years or as stipulated.

d) In respect of loans and advances granted by the company, the same is repayable over a period of 3 to 5 years and therefore the question of overdue amount does not arise .

e) According to the information and explanations given to us, the company has not taken any loans, secured or unsecured from companies, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956.Therefore, provisions of clauses 4(iii)(f) and (g) of the Companies (Auditor''s Report) Order, 2003(as amended) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, having regard to the explanation that some of the items purchased/job work are of special nature and suitable alternative sources do not exist for obtaining comparable quotations. There is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to the purchase of inventories and fixed assets and the sale of goods and services . During the course of our audit, we have not observed any major weaknesses in such internal control system.

5. (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of Contracts or arrangements referred to in section 301 of the Act that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, Where each of such transactions is in excess of rupees five lacs in respect of any party, the transactions have been made at price which are prima facie reasonable having regard to the prevailing market price at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the Public. Therefore the provisions of clause (vi) of the Companies (Auditor''s report) order, 2003 are not applicable to the company.

7. In our opinion, the internal audit functions carried out during the year by the company and the firms of chartered accountants appointed by the Management have been commensurate with the size of the company and the nature of its business .

8. We have broadly reviewed the cost records maintained by the company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Govt, under section 209 (1) (d) of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed cost records have been made and maintained . We have not however, made a detailed examination of the cost records with a view to determining whether they are accurate or complete .

9a) According to the information and explanations given to us and the books and records of the company examined by us, the company has generally been regular in depositing undisputed statutory dues including provident fund , investor education protection fund , employees state insurance , income tax, sales tax/VAT, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to the company. However in some cases TDS, PF and ESI dues have been deposited beyond the stipulated time limit.

b) According to the information and explanations given to us and the records of the company examined by us, there are no undisputed amounts payable in respect of provident fund , investor education protection fund, employee''s state insurance , income tax, sales tax/VAT, wealth tax, service tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding at the year end for a period of more than six months from the date they became payable.

Note : 1) Amount as per demand orders including interest and penalty wherever quantified in the order.

2) In the matter of income tax , the department has preferred an appeal to the Hon"ble High Court, Jaipur/order processed u/s. 263 for the A.Y. 1996-97 and 2004-2005,2005-2006 to 2007-2008. The amount of tax liabilities is indeterminate.

10. The Company has no accumulated losses at the end of the financial year March 31, 2013. Further, the Company has not incurred any cash losses during the financial year ended March 31, 2013 and in the immediately preceding financial year ended March 31, 2012.

11. According to the records of the company examined by us and the information and explanations given to us, the company, during the year, has not defaulted in repayment of dues to The NBFC and banks.

12. In our opinion and according to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of share, debentures and other securities , paragraph 4 (xii) of the order is not applicable.

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

14. In respect of dealing/trading in shares , securities and other investments , in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made there in . The shares, securities, and other investments have been held by the company in its own name.

15. According to the information and explanations given to us, the Company has given guarantee for loan taken by its Joint Ventures and other company from banks, the terms and conditions whereof in our opinion are not prima-facie are pre judicial to the interest of the company.

16. In our opining and according to the information and explanations given to us, the company has taken new term loans during the year. The term loans outstanding at the beginning of the year and those raised during the year have been applied for the purposes for which they were obtained.

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

18. The company has not made any preferential allotment of shares during the year to parties and Companies covered in the register maintained under section 301 of the Companies Act, 1956 paragraph 4 (xviii) of the order is not applicable.

19. The company has not issued any debenture during the year.

20. Since, the company has not raised any money by way of public issue during the year, paragraph 4 (xx) of the order is not applicable.

21. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no material fraud on or by the company has been noticed or reported during the course of our audit.

For M.C. BHANDARI & CO.

Chartered Accountants

FIRM REG. NO.303002E

Place: Kota Dated: 30.05.2013 Sd/-

( S.K. MAHIPAL )

PARTNER

M. NO.70366


Mar 31, 2012

1. We have audited the attached balance sheet of OM METALS INFRA PROJECTS LIMITED, (The company), as at 31.03.2012 and also the Statement of profit and loss and the cash flow statement of the company for the year ended on that date annexed thereto, in which are incorporated financial statements of Engineering, Real Estate & Hotel Divisions of the Company audited by other auditors. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies ( Auditor's Report ) order , 2003 (as amended) issued by the Central Government of India in terms of subsection (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 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 purposes of pur 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 and proper returns adequate for the purposes of our audit have been received from the Engineering, real Estate and Hotel divisions not visited by us. The branche

Auditor's reports have been forwarded to us and have been appropriately dealt with.

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 and audited returns from the Engineering .Real Estate and Hotel Divisions.

d) In our opinion, the balance sheet, Statement of profit and loss and cash flow statement dealt with by this report comply with the applicable accounting standards referred to in sub-section (3C) of section 211 of the Companies Act 1956, except the company has not complied with the requirements of AS - 15 relating retirement benefit so far as it relates to provision of the liability as per actuarial valuation and its disclosers in the statement of accounts. The impact of this non compliance in the figures of current liability (Provisions) and profits could not be given due to non availability of actuarial valuation of the above liability.

e) On the basis of written representations received from the directors, as on 31.03.2012 and taken on record by the Board of Directors, we report that none of the directors of the company is disqualified as on 31.03.2012 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 our information and according to the explanations given to us, the said accounts give the information required by the Companies Act 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India except where otherwise stated.

i) in the case of the balance sheet , of the State of affairs of the Company as at 31.03.2012 and.

(ii) in the case of the Statement of profit and Loss , of the profit for the year ended on that date and

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF M/S OM METALS INFRAPROJECTS LIMITED, ON THE ACCOUNTS AS AT AND FOR THE YEAR ENDED ON 31st MARCH, 2012

On the basis of the information and explanations given to us and on the basis of such checks as we considered appropriate, our statement on the matters specified in para 3 and 4 of the said order is given below. In preparing the report, we have considered the report made under the aforesaid order by other auditors, who have audited the accounts of the Divisions of Engg., Real estate and Hotel of the Company.

1. In respect of its fixed assets.

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

b) As explained to us, the company has a programme of physically verifying all its fixed assets over a period of three years, which in our opinion is reasonable having regard to the size of the company and nature of its fixed assets. In accordance in with this programme, some of fixed assets were physically verified by the management during the year. The discrepancies noticed on such physical verification between the physical balances and the fixed assets records were not material and have been properly dealt with in the books of accounts .

(c) The assets disposed off during the year are not substantial and therefore do not affect the going concern status of the company.

2(a) The inventory other than goods in transit of the company has been physically verified; during the year by the management at the year end. In our opinion, the frequency of such verification is reasonable according to the nature of the business.

(b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size Of the company and the nature of its business.

(c) On the basis of our examination of records of inventories, we are of the opinion that the company has maintained proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material, having regard to the size or the operations of the Company and have been properly dealt within the books of account.

3.a) According to the information and explanations given to us, the company has, granted the loans , secured or unsecured to companies , firms and other parties covered in the register maintained under section 301 of the Companies act, 1956 to two Wholly owned subsidiaries,one Associate and one joint venture. The maximum amount outstanding at any time during the year was Rs. 24051.92Lacs and the year end balance is Rs. 19546.33 Lacs which is interest free Loans and further explained to us these loans have been made for setting up new projects and making strategic investments in other subsidiaries/joint ventures .

b) In our opinion and according to the information and explanations given to us, after considering the purpose for which loans have been granted as indicated in paragraph 4 (iii) (a) of the Companies (Auditor's Report ) order , 2003 (here in after referred to as the order) , The rate of interest and other terms and conditions of the loans granted , are prima-facia , not prejudicial to the interest of the company^

c) The said interest free loan given to subsidiaries and joint ventures of the company is repayable over a period of 3 to 5 years.

d) In respect of loans and advances granted by the company, the same is repayable over a period of 3 to 5 years and therefore the question of overdue amount does not arise.

e) As informed , the company has not taken any loans, secured or unsecured from companies, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956.Therefore, provisions of clauses 4(iii)(f) and (g) of the Companies (Auditor's Report) Order, 20 03 (as amended) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, having regard to the explanation that some of the items purchased/job work are of special nature and suitable alternative sources do not exist for obtaining comparable quotations. There is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to the purchase of inventories and fixed assets and with regard to the sale of goods and services . During the course of our audit, we have not observed any

5. (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of Contracts or arrangements referred to in section 301 of the Act that need to be entered into the register maintained under section 301 have been so entered.

In our Opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts/arrangements entered in the register maintained under section 301 of the Companies Act 1956 and exceeding the value of Rupees five lacs in respect of each party during the year have been made at prices which appear reasonable as per information available with the company.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the Public. Therefore the provisions of clause (vi) of the Companies (Auditor's report) order, 2003 are not applicable to the company.

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

8. We have broadly reviewed the cost records maintained by the company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Govt, under section 209 (1) (d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained . We have , however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete .

9a) According to the information and explanations given to us and the books and Records of the company examined by us, the company has generally been regular in depositing undisputed statutory dues including provident fund , investor education and protection fund , employees state insurance , income tax, sales tax/VAT, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to the company. However in some cases TDS, PF and ESI dues have been deposited beyond the stipulated time limit.

b) According to the information and explanations given to us and the records of the company examined by us , there are no undisputed amounts payable in respect of provident fund , investor education and protection fund, employee's state insurance , income tax, sales tax/VAT, wealth tax, service tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding at the year end for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us , the following are the details of the disputed statutory dues that were not deposited with the appropriate authorities.

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

Central SalesTax Commissioner 1984-85,1985- SalesTax (Appeals)/ Tribunal 41.51 86 Act, 1956. 1990-91 ,2007- and Sales 2008,2008-09.

various states High court 24.10 1986-87 & 2003-2004

Central Excise Duty Tribunal/Commi 785.60 1997-98, 2001 Excise ssioner(Appeal) to 2010-11 Act, 1944

Income Income Tax ITAT/CIT 2638.33 1992-93,96- Tax Act, Appeal 97,2007- 1961 08,2008-09

Service Service Tax Commissioner 190.56 2003-2004 to tax Rules (Appeals)/ Tribunal 2005-2006 & 2010-11 & 2011-12

Wealth Wealth Tax ITAT 0.28 1992-1993 Tax Act.

Note : 1) Against it, the company paid Rs. 1467.05 lacs.

2) Amount as per demand orders including interest and penalty wherever mentioned in the order.

3) In the matter of income tax, the department has preferred an appeal to the hon'ble High Court, Jaipur/ order processed u/s 263 for the A.Y. 1977-78,1996- 97 and 2002-03 to 2007-08. The total income involved in these matters is Rs. 42.50 Crores, however the amount of tax liability is indeterminate.

10. The Company has no accumulated losses at the end of the financial year March 31, 2012. Further, the Company has not incurred any cash losses during the financial year ended March 31, 2012 and in the immediately preceding financial year ended March 31,2011.

11. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to financial institutions and banks during the year.

12. In our opinion and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities, Paragraph 4 ( xii) of the order is not applicable.

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

14 In respect of dealing/trading in shares , securities and other investments , in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made there in . The shares, securities, and other investments have been held by the company in its own name.

15. According to the information and explanations given to us, the Company has given guarantee for loan taken by its Joint Ventures from bank, the terms and conditions whereof in our opinion are not prima-facie pre judicial to the interest of the company.

16. The company has raised new term loans during the year.The term loans outstanding at the beginning of the year and those raised during the year have been applied for the purposes for which they were raised.

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

18. The company has not made any preferential allotment of shares during the year to parties and Companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. According to the information and explanations given to us, no securities has been created for debentures issued during the year since they are unsecured.

20. The company has not raised any money through a public issue during the year

21. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no material fraud on or by the company has been noticed or reported during the course of our audit.

For M C.BHANDARI & CO.

FIRM REG. NO.303002E

Chartered Aceountants

Place: Kota

Dated: 30.05.2012 S.K. MAHIPAL PARTNER

M.NO.70366


Mar 31, 2010

1. We have audited the attached balance sheet of M/s. OM METALS INFRA PROJECTS LIMITED, JAIPUR, as at 31.03.2010 and also the profit and loss account and the cash flow statement of the company for the year ended on that date annexed thereto, in which are incorporated financial statements of Engineering, Real Estate & Hotel Divisions of the Company audited by other auditors. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

An audit includes examining, on a test basis, evidence, supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principal 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 ( Auditors Report ) order , 2003 (as amended) issued by the Central Government of India in terms of subsection (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 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 purposes 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 and proper returns adequate for the purposes of our audit have been received from the Engineering, real Estate and Hotel divisions not visited by us. The branches/divisions Auditors reports have been forwarded to us and have been appropriately dealt with.

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 and with the final statement of accounts, audited by other auditors of the Engineering, Real Estate and Hotel divisions of the company.

d) In our opinion, the balance sheet , profit and loss account and cash flow statement dealt with by this report comply with the applicable accounting standards referred to in sub-section (3C) of section 211 of the Companies Act 1956, the company has not complied with the requirements of AS - 15 relating retirement benefit so far as it relates to provision of the liability as per actuarial valuation and its disclosers in the statement of accounts. The impact of this non compliance in the figures of current liability (Provisions) and profits could not be given due to non availability of actuarial valuation of the above liability.

e) On the basis of written representations received from the directors, as on 31.03.2010 and taken on record by the Board of Directors, we report that none of the directors of the company is disqualified as on 31.03.2010 from being appointed as a director in terms of clause (g) of Sub- section (1) of section 274 of the Companies Act, 1956.

f) In our opinion and to the best our information and according to the explanations given to us, the said accounts give the information required by the Companies Act. 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India except where otherwise stated.

i) in the case of the balance sheet , of the State of affairs of the Company as at 31.03.2010 and.

(ii) in the case of the profit and Loss account, of the profit for the year ended on that date and

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF M/S OM METALS INFRAPROJECTS LIMITED , JAIPUR (RAJ.) ON THE ACCOUNTS AS AT AND FOR THE YEAR ENDED ON 31st MARCH, 2010

On the basis of the information and explanations given to us and on the basis of such checks as we considered appropriate, our statement on the matters specified in para 3 and

4 of the said order is given below. In preparing the report, we have considered the report made under the aforesaid order by other auditors, who have audited the accounts of the Divisions of Engg., Real estate and Hotel of the Company.

1. In respect of its fixed assets.

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

b) The management has carried out a physical verification of most of its fixed assets during the year and has a program to verify fixed assets physically in a phased manner. In our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of its fixed assets. No material discrepancies were noticed on such physical verification .

© The assets disposed off during the year are not substantial and therefore d® not affect the going concern status of the company.

2(a) The inventory other than goods in transit of the company has been physically verified during the year by the management at the year end. In our opinion, the frequency of such verification is reasonable according to the nature of the business.

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

(c) On the basis of our examination of records of inventory, we are of the opinion that the company has maintained proper records of inventory. The discrepancies noticed on physical verification of inventories as compared to book records were not material, having regard to the size or the operations of the Company and have been properly dealt within the books of account.

3. In respect of the loans , secured or unsecured , granted by the company to companies , firm or other parties covered in the register maintained under section 301 of the Companies act, 1956.

a) The company has granted loans and advances to 7 Parties (Subsidiary , joint ventures & Others) . In respect of the said loan, the maximum amount outstanding at any time during the year is Rs. 8419.17 Lacs (Previous year Rs. 7615.28 lacs ) and year end balance of Rs. 8301.25 Lacs (previous year Rs 7615.28 Lacs).

b) In our opinion and according to the information and explanations given to us, the aforesaid loan is interest free and other terms & conditions are not prima-facia prejudicial to the interest of the company.

c) The said interest free loan given to subsidiary , joint ventures and others of the company is repayable on demand and there is no repayment schedule.

d) In respect of loans and advances granted by the company, the same is repayable on demand and therefore the question of overdue amount does not arise .

e) The company has not taken any loans, secured or unsecured from companies, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956.Therefore, provisions of clauses 4(iii)(f) and (g) of the Companies (Auditors Report) Order, 2003(as amended) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, having regard to the explanation that some of the items purchased/job work are of special nature and suitable alternative sources do not exist for obtaining comparable quotations, there are adequate internal control system commensurate with the size of the company and the nature of its business with regard to the purchase of inventories and fixed assets and with regard to the sale of goods and services . Further, on the basis of our examination and according to the information and explanations give to us, we have not observed any continuing failure/ major weaknesses in such internal control system.

5. (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of Contracts or arrangements referred to in section 301 of the Act that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangement exceeding value of Rupees five lacs have been entered into during the financial year at prices which reasonable having regard to the prevailing market prices at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the Public. Therefore the provisions of clause (vi) of the Companies (Auditors report) order, 2003 are not applicable to the company.

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

8. According to the information and explanation given to us, maintenance of cost records have not been prescribed by the central Govt, under section 209 (1) (d) of the Companies Act, 1956 to any product of the company .

9a) According to the information and explanations given to us and the books & records of the company examined by us, the company has been regular in depositing with appropriate authorities undisputed statutory dues including provident fund , investor education and protection fund , employees state insurance , income tax, sales tax/VAT, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it. However in some cases TDS , PF and ESI dues have been deposited beyond the stipulated time limit.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund , employees state insurance , income tax, sales tax/VAT, wealth tax, service tax, customs duty, excise duty, cess were in arrear, as at 31s1 March, 2010 for a period of more than 6 months from the date they became payable.

c) According to the information and explanations given to us , the following are the details of the disputed statutory dues that were not deposited with the appropriate authorities .

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

Central Sales Tax Commissioner 147.49* 1984-85,1985-

Sales Tax (Appeals)/

Tribun 86

Act, 1956. al 1990-91 to

and Sales 1991-92,1993-

Tax/VAT 94, 1994-95,

Act of 2005-2006 &

various . 2006-2007.

states High court 24.10 1986-87 &

2003-2004

Central Excise Duty Tribunal/Commi 179.35 1997-98, 2001

Excise ssioner(Appeal) to 2009-10

Act, 1944

17. According to the information and explanations given to us, and on an over all examinations of the Balance sheet of the company, we are of the opinion .that there are no funds raised on short term basis that have been used for long term investment.

18. The company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. In our opinion and according to the information and explanations given to us, the company has not issued any secured debentures, paragraph 4 ( x ix) of the order is not applicable.

20. During the year the company has not raised any money by public issue.

21. Based upon the audit procedures performed and information and explanations given to us by the management, we report that no material fraud on or by the company has been noticed or reported during the course of our audit for the year ended March 31,2010.

For M.C. BHANDARI & CO.

CHARTERED ACCOUNTANTS

Place: 38 Shopping Centre,

Kota(Raj.)

Dated: 27.05.10 ( S.K. MAHIPAL)

PARTNER

M.No.70366


Mar 31, 2009

1. We have audited the attached balance sheet of M/s. OM METALS INFRA PROJECTS LIMITED, JAIPUR, as at 31.03.2009 and also the profit and loss account and the cash flow statement of the company for the year ended on that date annexed thereto, in which are incorporated financial statements of Engineering, Real Estate & Hotel Divisions of the Company audited by other auditors. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis , evidence, supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principal 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 ( Auditors Report ) order , 2003 (as amended) issued by the Central Government of India in terms of subsection (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 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 purposes 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 and proper returns adequate for the purposes of our audit have been received from the Engineering, real Estate and Hotel divisions not visited by us. The branches/divisions Auditors reports have been forwarded to us and have been appropriately dealt with.

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 and with the final statement of accounts, audited by other auditors of the Engineering, Real Estate and Hotel divisions of the company.

d) In our opinion, the balance sheet , profit and loss account and cash flow statement dealt with by this report comply with the applicable accounting standards referred to in sub- section (3C) of section 211 of the Companies Act 1956, the company has not complied with the requirements of AS - 15 relating retirement benefit so far as it relates to provision of the liability as per actuarial valuation and its disclosers in the statement of accounts. The impact of this non compliance in the figures of current liability (Provisions) and profits could not be given due to non availability of actuarial valuation of the above liability.

e) On the basis of written representations received from the directors, as on 31.03.2009 and taken on record by the Board of Directors, we report that none of the directors of the company is disqualified as on 31.03.2009 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 our information and according to the explanations given to us, the said accounts give the information required by the Companies Act. 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India except where otherwise stated.

i. in the case of the balance sheet , of the State of affairs of the Company as at 31.03.2009 and.

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

iii. in the case of the cash flow statement , of the cash flows of the company for the year ended on that date.

Annexure

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF M/S OM METALS INFRAPROJECTS LIMITED, JAIPUR (RAJ.) ON THE ACCOUNTS AS AT AND FOR THE YEAR ENDED ON 31ST MARCH, 2009

On the basis of the information and explanations given to us and on the basis of such checks as we considered appropriate, our statement on the matters specified in para 3 and 4 of the said order is given below. In preparing the report, we have considered the report made under the aforesaid order by other auditors, who have audited the accounts of the Divisions of Engg., Real estate and Hotel of the Company.

1. IN RESPECT OF ITS FIXED ASSETS.

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

b) The management has carried out a physical verification of most of its fixed assets during the year and has a program to verify fixed assets physically in a phased manner. In our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of its fixed assets. No material discrepancies were noticed on such physical verification.

c) The assets disposed off during the year are not substantial and therefore do not affect the going concern status of the company.

2. a) The inventory other than goods in transit of the company has been physically verified during the year by the management at the year end. In our opinion, the frequency of such verification is reasonable according to the nature of the business.

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

c) On the basis of our examination of records of inventory, we are of the opinion that the company has maintained proper records of inventory. The discrepancies noticed on physical verification of inventories as compared to book records were not material, having regard to the size or the operations of the Company and have been properly dealt within the books of account.

3. In respect of the loans , secured or unsecured , granted by the company to companies , firm or other parties covered in the register maintained under section 301 of the Companies act, 1956.

a) The company has granted loans and advances to 3 Parties (Subsidiary and joint ventures) aggregating to Rs. 1399.92Lacs (previous year Rs. 6215.36 Lacs). In respect of the said loan, the maximum amount outstanding at any time during the year is Rs. 7615.28 lacs (previous year Rs6215.36 Lacs) and year end balance of Rs. 7615.28 Lacs (previous year Rs 6215.36 Lacs) .

b) In our opinion and according to the information and explanations given to us, the aforesaid loan is interest free and other terms & conditions are not prima-facia prejudicial to the interest of the company.

c) The said interest free loan given to subsidiary and joint ventures of the company is repayable on demand and there is no repayment schedule.

d) In respect of loans and advances granted by the company, the same is repayable on demand and therefore the question of overdue amount does not arise .

e) The company has not taken any loans, secured or unsecured from companies, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956.Therefore, provisions of clauses 4(iii)(f) and (g) of the Companies (Auditor`s Report) Order, 2003(as amended) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, having regard to the explanation that some of the items purchased/job work are of special nature and suitable alternative sources do not exist for obtaining comparable quotations, there are adequate internal control system commensurate with the size of the company and the nature of its business with regard to the purchase of inventories and fixed assets and with regard to the sale of goods and services . Further, on the basis of our examination and according to the information and explanations give to us, we have not observed any continuing failure/ major weaknesses in such internal control system.

5. a) According to the information and explanations provided by the management, we are of the opinion that the particulars of Contracts or arrangements referred to in section 301 of the Act that need to be entered into the register maintained under section 301 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangement exceeding value of Rupees five lacs have been entered into during the financial year at prices which reasonable having regard to the prevailing market prices at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the Public. Therefore the provisions of clause (vi) of the Companies (Auditors report) order, 2003 are not applicable to the company.

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

8. According to the information and explanation given to us, maintenance of cost records have not been prescribed by the central Govt. under section 209 (1) (d) of the Companies Act, 1956 to any product of the company.

9. a) According to the information and explanations given to us and the books & records of the company examined by us, the company has been regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund , employees state insurance, income tax, sales tax/VAT, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it. However in some cases TDS, PF and ESI dues have been deposited beyond the stipulated time limit.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund , employees state insurance , income tax, sales tax/ VAT, wealth tax, service tax, customs duty, excise duty, cess were in arrear, as at 31st March, 2009 for a period of more than 6 months from the date they became payable.

c) According to the information and explanations given to us, the following are the details of the disputed statutory dues that were not deposited with the appropriate authorities .

Nature of the Statute Nature of Dues Forum where dispute is pending

Central Sales Tax Act, 1956. Sales Tax Commissioner(Appeals) and Sales Tax/ VAT Act of /TribunalHigh court various states

Central Excise Act, 1944 Excise Duty Tribunal/Commissioner (Appeal)

Income Tax Act, 1961 Income Tax ITAT

Service tax Rules Service Tax Commissioner(Appeals) /Tribunal

Wealth Tax Act. Wealth Tax ITAT



Nature of the Statue Demand Amount Period to which the (Rs. in Lacs.) amount relates

Central Sales Ta x Act, 1956. and Sales Tax/VAT Act of various states 85.45*7.19 1984-85,1985-86 1990-91 to 1991-92, 1993-94, 1994-95 & 2005-2006.1986-87

Central Excise Act, 1944 120.45 1997-98, 2000 to 2008

Income Tax Act, 1961 244.09** 1991-92,,96-97, 2004- 2005 & 2005-2006

Service tax Rules 287.46 2003-2004 to 2005- 2006

Wealth Tax Act. 1.13** 1991-1992

Note : 1) * Against it , the company paid Rs. 6.80* lacs and ** Rs. 246.27 Lacs

2) Amount as per demand orders including interest and penalty wherever mentioned in the order.

10. The Company does not have accumulated losses at the end of the financial year March 31, 2009. Further, the company has not incurred any cash losses during the financial year ended March 31, 2009 and in the immediately preceding financial year ended March 31, 2008.

11. According to the records of the company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions and banks during the year.

12. In our opinion and according to the information and explanations 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 securities, Paragraph 4 ( xii) of the order is not applicable.

13. In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditors report) order. 2003 are not applicable to the company.

14. The company is not dealing or trading in shares, securities, debentures and other investments other than in mutual fund investment.

15. According to the information and explanations given to us, the Company has given guarantee for loan taken by its Joint Ventures from bank, the terms and conditions whereof in our opinion are not prima-facie pre judicial to the interest of the company.

16. To the best our knowledge and belief and according to the informations and explanations given to us, in our opinion, the term loans taken by the company during the year have been applied by the company for the purposes for which the loans were obtained.

17. According to the information and explanations given to us, and on an over all examinations of the Balance sheet of the company,

we are of the opinion that there are no funds raised on short term basis that have been used for long term investment.

18. The company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. In our opinion and according to the information and explanations given to us, the company has not issued any secured debentures, paragraph 4 ( x ix) of the order is not applicable.

20. During the year the company has not raised any money by public issue.

21. Based upon the audit procedures performed and information and explanations given to us by the management, we report that no material fraud on or by the company has been noticed or reported during the course of our audit for the year ended March 31, 2009.

For M.C. BHANDARI & Co. CHARTERED ACCOUNTANTS

Place: Kota

Dated: 30.06.2009 PARTNER

M.NO. 70366

 
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