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Auditor Report of PTC India Ltd.

Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash fl ows of the Company in accordance with the Accounting Standards notifi ed under 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 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 suffi cient and appropriate to provide a basis for our audit opinion.

Opinion

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

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

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

(c) in the case of the Cash Flow Statement, of the cash fl ows 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 specifi ed in paragraphs 4 and 5 of the Order.

UDITOR''S REPORT

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;

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

(d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards notifi ed under the Companies Act, 1956 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 to the extent applicable; 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 disqualifi ed 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 INDEPENDENT AUDITORS'' REPORT (Referred to in our Report of even date on the Accounts of PTC India Limited for the year ended on 31st March 2014)

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

(b) According to the explanations given to us, all the fi xed assets have been physically verifi ed by the management at reasonable intervals having regard to the size of the Company and the nature of its assets and no material discrepancy was noticed on such verifi cation as compared to book records.

(c) The Company has not disposed off substantial part of the fi xed assets during the year.

ii. The Company is in the business of power. Accordingly it does not hold any physical inventories. Thus, paragraph 4(ii) of the order is not applicable.

iii. (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, fi rms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clauses 4(iii) (a), (b), (c) and (d) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the Company.

(b) According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured from companies, fi rms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clauses 4(iii) (e), (f) and (g) of the Companies (Auditors Report), 2003 (as amended) are not applicable to the Company.

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

v. According to the information and explanations given to us, the company has not entered into any contract or arrangement with the Companies or Entities covered u/s 301 of the Companies Act, 1956. Accordingly, the provisions of clauses 4(v) (a) and (b) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the Company.

vi. According to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under. Accordingly, the provisions of clause 4(vi) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the Company.

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

viii. We have broadly reviewed the records maintained by the Company for generation of power pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether these are accurate and complete.

ix. (a) The Company has been generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales-tax, wealth-tax,service tax, customs duty, excise duty, cess and other material statutory dues applicable to it with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees'' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other material 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 dues of income tax, sales-tax, wealth tax, service tax, customs duty, excise duty and cess which have not been deposited on account of a dispute and the forum where the dispute is pending are as follows:

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

Income Tax Income AY 2008-09 0.95 ITAT Delhi Act, 1961 Tax

Income Tax Income AY 2009-10 1.46 ITAT Delhi Act, 1961 Tax

Income Tax Income AY 2009-10 1.47 Commissioner of Act, 1961 Tax Income Tax Appeals

Income Tax Income AY 2010-11 1.48 ITAT Delhi Act, 1961 Tax

Income Tax Income AY 2011-12 14.34 Commissioner of Act, 1961 Tax Income Tax Appeals Customs Act Custom FY 2012-13 17.16 Office of the Deputy 1962 Duty Commissioner of Customs Nellore

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

xi. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a bank. The Company does not have any loan from any financial institution and has not issued any debentures.

xii. 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. Accordingly, the provisions of clause 4(xii) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the Company.

xiii. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi or mutual benefi t fund or society. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the Company.

xiv. In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

xv. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions. Accordingly, the provisions of clause 4(xv) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the Company.

xvi. According to the information and explanations given to us, the Company did not have any term loans outstanding during the year.

xvii. 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 investments.

xviii. According to the information and explanations given to us, during the year the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(xviii) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the Company.

xix. The Company has not issued any debentures during the year. Accordingly, the provisions of clause 4(xix) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the Company.

xx. The Company has not raised any money through a public issue during the year. Accordingly, the provisions of clause 4(xx) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the Company.

xxi. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management.

For K.G. Somani & Co. Chartered Accountants Firm Registration No: 006591N (Bhuvnesh Maheshwari) Place: New Delhi Partner Date: 24th May 2014 Membership No.- 088155


Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor 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:

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

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

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

Report on Other Legal and Regulatory Requirements

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 purpose of our audit;

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

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

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

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

ANNEXURE TO THE AUDITORS'' REPORT

(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) According to the explanations given to us, all the fixed assets have been physically verified by the management at reasonable intervals having regard to the size of the Company and the nature of its assets and no material discrepancy was noticed on such verification as compared to book records.

c) The Company has not disposed off substantial part of the fixed assets during the year.

ii. a) The management has conducted physical verification of inventory at the year end.

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

c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

iii. a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clauses 4 (iii) (a), (b), (c) and (d) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the Company.

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

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

v. According to the information and explanations given to us, the company has not entered into any contract or arrangement with the Companies or Entities covered u/s 301 of the Companies Act, 1956. Accordingly, the provisions of clauses 4 (v) (a) and (b) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the Company.

vi. According to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under. Accordingly, the provisions of clause 4 (vi) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the Company.

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

viii. We have broadly reviewed the records maintained by the Company for generation of power pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether these are accurate and complete.

ix. a) The Company has been generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and any other statutory dues applicable to it with the appropriate authorities.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees'' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and any other 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 dues of income tax, sales-tax, wealth tax, service tax, customs duty, excise duty and cess which have not been deposited on account of a dispute and the forum where the dispute is pending are as follows:

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

Income Tax Income AY 2006-07 4.90 Commissioner of Act, 1961 Tax Income Tax Appeals

Income Tax Income AY 2007-08 10.31 Commissioner of Act, 1961 Tax Income Tax Appeals

Income Tax Income AY 2008-09 13.98 ITAT Delhi Act, 1961 Tax

Income Tax Income AY 2009-10 22.02 ITAT Delhi Act, 1961 Tax

Income Tax Income AY 2010-11 16.70 ITAT Delhi Act, 1961 Tax

Customs Act, Custom FY 2012-13 106.10 Office of the Deputy 1962 Duty Commissioner of Customs, Nellore

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

xi. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a bank. The Company does not have any loan from any financial institution and has not issued any debentures.

xii. 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. Accordingly, the provisions of clause 4 (xii) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the Company.

xiii. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi or mutual benefit fund or society. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the Company.

xiv. In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

xv. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions. Accordingly, the provisions of clause 4(xv) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the Company.

xvi. According to the information and explanations given to us, the Company did not have any term loans outstanding during the year.

xvii. 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 investments.

xviii. According to the information and explanations given to us, during the year the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(xviii) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the Company.

xix. The Company has not issued any debentures during the year. Accordingly, the provisions of clause 4(xix) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the Company.

xx. The Company has not raised any money through a public issue during the year. Accordingly, the provisions of clause 4(xx) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable to the Company.

xxi. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management.

For K.G. Somani & Co.

Chartered Accountants

Firm Registration No: 006591N

(Bhuvnesh Maheshwari)

Place : New Delhi Partner

Date : 23rd May 2013 Membership No.- 088155


Mar 31, 2012

1. We have audited the attached Balance Sheet of PTC INDIA LIMITED as at March 31, 2012 and also the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors' Report) Order, 2003 (as amended), issued by the Central Government of India in terms of sub- section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks of books and records of the Company as we considered appropriate and according to the information and explanations given to us, we annex hereto a statement on the matters specified in paragraph 4 and 5 of the said order to the extent applicable to the Company.

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

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

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

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

(iv) In our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement, dealt with by this report comply with the accounting standards referred to in Section 211(3) (c) of the Companies Act, 1956 to the extent applicable;

(v) On the basis of written representations received from the directors, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to the explanations given to us the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement read together with significant accounting policies and notes on the 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;

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

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

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

ANNEXURE TO THE (AUDITOR'S REPORT) Order, 2003 (REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE ON THE ACCOUNT OF PTC INDIA LIMITED FOR THE YEAR ENDED ON 31ST MARCH 2012

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

b) According to the explanations given to us, all the fixed assets have been physically verified by the management at reasonable intervals having regard to the size of the Company and the nature of its assets and no material discrepancy was noticed on such verification as compared to book records.

c) The Company has not disposed off substantial part of the fixed assets during the year.

ii. a) The management has conducted physical verification of inventory at the year end.

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

c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

iii. a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clauses 4 (iii) (a), (b), (c) and (d) of the Companies (Auditors' Report) Order, 2003 (as amended) are not applicable to the Company.

b) According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clauses 4(iii) (e), (f) and (g) of the Companies (as amended) are not applicable to the Company.

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

v. According to the information and explanations given to us, the company has not entered into any contract or arrangement with the Companies or Entities covered u/s 301 of the Companies Act, 1956. Accordingly, the provisions of clauses 4 (v) (a) and (b) of the Companies (Auditors' Report) Order, 2003 (as amended) are not applicable to the Company.

vi. According to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under. Accordingly, the provisions of clause 4 (vi) of the Companies (Auditors' Report) Order, 2003 (as amended) are not applicable to the Company.

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

viii. We have broadly reviewed the records maintained by the Company for generation of power pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether these are accurate and complete.

ix. a) The Company has been generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it with the appropriate authorities.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other material 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 dues of income tax, sales-tax, wealth tax, service tax, customs duty, excise duty and cess which have not been deposited on account of a dispute and the forum where the dispute is pending are as follows:

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

Income Tax Income AY 2008-09 13.98 ITAT Act, 1961 Tax

Income Tax Income AY 2009-10 24.97 Commissioner Act, 1961 Tax of Income Tax Appeals

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

xi. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a bank. The Company does not have any loan from any financial institution and has not issued any debentures.

xii. 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. Accordingly, the provisions of clause 4 (xii) of the Companies (Auditors' Report) Order, 2003 (as amended) are not applicable to the Company.

xiii. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi or mutual benefit fund or society. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditors' Report) Order, 2003 (as amended) are not applicable to the Company.

xiv. In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors' Report) Order, 2003 (as amended) are not applicable to the Company.

xv. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions. Accordingly, the provisions of clause 4(xv) of the Companies (Auditors' Report) Order, 2003 (as amended) are not applicable to the Company.

xvi. In our opinion and according to the information and explanations given to us, the term loans were applied for the purpose for which the loans were obtained.

xvii. 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.

xviii . According to the information and explanations given to us, during the year the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(xviii) of the Companies (Auditors' Report) Order, 2003 (as amended) are not applicable to the Company.

xix. The Company has not issued any debentures during the year. Accordingly, the provisions of clause 4(xix) of the Companies (Auditors' Report) Order, 2003 (as amended) are not applicable to the Company.

xx. The Company has not raised any money through a public issue during the year. Accordingly, the provisions of clause 4(xx) of the Companies (Auditors' Report) Order, 2003 (as amended) are not applicable to the Company.

xxi. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management.

For K.G. SOMANI & CO.

Chartered Accountants

Firm Registration No.: 006591N

(Bhuvnesh Maheshwari) Place: New Delhi Partner

Date: 30th May 2012 M. No. 088155




Mar 31, 2011

1. We have audited the attached Balance Sheet of PTC India Limited as at 31st March, 2011, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors' Report) Order 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, and on the basis of such checks of books and records of the Company as we considered appropriate and according to the information and explanations given to us, we annexe hereto a statement on the matters specified paragraph 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in para graph 3 above, we report that:- 4.1 We have obtained all the information and explana tions which to the best of our knowledge and belief were necessary for the purpose of our audit.

4.2 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 such books.

4.3 The Balance Sheet, the Profit and Loss Account and the Cash Flow Statement referred to in the report are in agreement with the books of account.

4.4 In our opinion, the Balance sheet, the Profit and Loss account and the Cash Flow Statement, dealt with by this report comply with Account- ing Standards as referred to in Section 211(3) (c) of the Companies Act, 1956.

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

4.6 In our opinion and to the best of our information and according to explanations given to us the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement read together with significant accounting policies and notes on the 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:- (i) In the case of Balance Sheet of the State of Affairs of the Company as at 31st March, 2011,

(ii) In the case of Profit and Loss Account of the Profit for the year ended on that date, and

(iii) In the case of Cash Flow Statement of the Cash Flows for the year ended on that date.

ANNEXURE Referred to in Paragraph 3 of Our Report of Even Date

1. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

2. According to the explanations given to us, all the fixed assets have been verified by the management at reasonable intervals having regard to the size of the company and the nature of its assets and no material discrepancy was noticed on such verification as compared to book records.

3. The company has not disposed off substantial part of the fixed assets during the year.

4. The company does not have any inventory hence paragraphs 4 (ii) (a) to (c) of the Companies (Auditor's Report) Order, 2003 are not applicable to it.

5. The company has not granted any loans to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 and hence paragraphs 4 (iii) (a) to (d) of the Companies (Auditor's Report) Order, 2003 are not applicable to it.

6. The company has not taken any loans from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 hence paragraphs 4 (iii) (e) to (g) of the Companies (Auditor's Report) Order, 2003 are not applicable to it.

7. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purpose of purchase of fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control systems.

8. In our opinion and according to the information and explanations given to us, during the year under audit there have been no transactions which need to be entered into the register maintained under section 301 of the Companies Act , 1956.

9. In view of our comments at para 8 above paragraph 4 (v) (b) of the Companies (Auditor's Report) Order, 2003 is not applicable to it.

10. According to the information and explanations given to us, the company has not accepted any deposit from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules framed thereunder.

11. The company is having an internal audit system commensurate with the nature and size of its business.

12. We have broadly reviewed the records maintained by the company for generation of power pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether these are accurate and complete.

13. The company has been regular in depositing undisputed statutory dues including provident fund, income-tax, sales tax, wealth tax, custom duty, excise duty, service tax, cess and any other statutory dues with the appropriate authorities. There were no undisputed statutory dues outstanding as on 31.3.11 for a period of more than six months from the date they became payable except service tax of Rs.10.76 mn (Refer Note No.33 of schedule K).

14. According to the records of the company, the dues of sales tax, income tax, custom duty, wealth tax, service tax, excise duty which have not been deposited on account of a dispute and the forum where the dispute is pending, is as under:-

S. Name of Nature of Period Amount Forum where Remark No the Statue dues to which (Rs. in dispute is amount Millions) pending relates

1 Income Income Assessment 13.98 Commissioner Not required to be Tax Tax year of Income Tax deposited as the Act, 2008-09 (Appeals) advance tax deposited 1961 is in excess for the assessment year.

15. The company has neither accumulated losses as at 31st March 2011, nor has it incurred any cash loss during the financial year ended on that date or in the immediately preceding financial year.

16. According to the information and explanation given to us the company has not defaulted in repayment of dues to a bank. The company does not have any loan from any financial institution and has not issued any debentures.

17. According to the information and explanation 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. Accordingly, the provision of paragraph 4 (xii) of the Companies (Auditor's Report) Order, 2003 is not applicable to it.

18. The company is not a chit fund, or a nidhi/ mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) (a) to (d) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

19. The company is not dealing or trading in shares, securities and debentures 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company

20. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

21. According to information and explanations given to us, the company has not obtained any term loan from any bank/ financial institution during the year. Therefore, the provisions of paragraph (xvi) of the Companies (Auditor's Report) Order, 2003 are not applicable to it.

22. According to the information and explanations given to us and based on our examination of the books of account of the company we have not observed any instance of funds raised for short term basis which were used for long term investment.

23. According to the information and explanations given to us the company has not made any preferential allotment of shares to the parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly the provisions of paragraph 4(xviii) of the Companies (Auditor's Report) Order, 2003 are not applicable to it.

24. The Company has not issued any debentures during the year covered by our audit therefore the provisions of Clause 4(xix) of the Companies (Auditor's Report) Order, 2003 are not applicable to it.

25. As per the information and explanations given to us, the company has not raised any money by public issue during the year.

26. As per the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For T.R.Chadha & Co.

(Firm Registration No. 006711N) Chartered Accountants

Date: August 8, 2011 (Neena Goel)

Place: New Delhi Partner

M.No. 057986


Mar 31, 2010

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

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 test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis of our opinion.

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

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:- a. We have obtained all the information and explanations which to the best of our knowledge

and belief were necessary for the purpose of our audit.

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

c. The Balance Sheet, Profit and Loss Account and Cash Flow Statement referred to in the report are in agreement with the books of account.

d. In our opinion, the Balance sheet, Profit and Loss account and Cash Flow Statement, dealt with by this report comply with the Accounting Standards as referred to in Section 211(3) (c) of the Companies Act, 1956.

e. On the basis of written representations received from the directors, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

f. In our opinion and to the best of our information and according to explanations given to us the Balance Sheet, Profit and Loss Account and Cash Flow Statement read together with significant accounting policies and notes on the 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:-

i) In the case of Balance Sheet of the State of Affairs of the Company as at 31st March, 2010.

ii) In the case of Profit and Loss Account of the Profit for the year ended on that date, and

iii) In the case of Cash Flow Statement of the Cash Flows for the year ended on that date.

ANNEXURE Referred to in paragraph 3 of our report of even date

1. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

2. According to the explanations given to us, all the fixed assets have been verified by the management during the year, which in our opinion is considered reasonable having regard to the size of the company and the nature of its assets and no material discrepancy was noticed on such verification as compared to book records.

3. The company has not disposed off substantial part of the fixed assets during the year.

4. The company does not have any inventory hence paragraphs 4 (ii) (a) to (c) of the Companies (Auditors Report) Order, 2003 are not applicable to it.

5. The company has not granted any loans to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 and hence paragraphs 4 (iii) (a) to (d) of the Companies (Auditors Report) Order, 2003 are not applicable to it.

6. The company has not taken any loans from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 hence paragraphs 4 (iii) (e) to (g) of the Companies (Auditors Report) Order, 2003 are not applicable to it.

7. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purpose of purchase of fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control systems.

8. In our opinion and according to the information and explanations given to us, during the year under audit there have been no transactions which need to be entered into the register maintained under section 301 of the Companies Act , 1956.

9. In view of our comments at para 8 above paragraph 4 (v) (b) of the Companies (Auditors Report) Order, 2003 is not applicable to it.

10. According to the information and explanations given to us, the company has not accepted any deposit from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules framed thereunder.

11. The company is having an internal audit system commensurate with nature and size of its business.

12. We have broadly reviewed the records maintained by the company for generation of power pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956, and 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.

13. The company has been regular in depositing undisputed statutory dues including provident fund, income-tax, service tax, cess and any other statutory dues with the appropriate authorities.

14. According to the records of the company, the dues of sales tax, income tax, custom duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of disputes and the forum where dispute is pending, is as under:

S. Name of Nature of Period to which

No the Statue dues amount relates

1. Income Tax Income Tax Assessment year

Act,1961 2004-05

2 Income Tax Income Tax Assessment year Act,1961 2005-06

3 Income Tax Income Tax Assessment year Act,1961 2006-07

4 Income Tax Income Tax Assessment year Act,1961 2007-08



Sr. No Name of Amount Forum where dispute

the Statue (Rs. in Millions) is pending

1. Income Tax 0.35 Assessing Officer Act, 1961

2. Income Tax 0.48 Assessing Officer Act, 1961

3. Income Tax 6.88 Commissioner of Income Act, 1961 Tax

4. Income Tax 2.10 Commissioner of Income

Act, 1961 Tax (Appeals)



15. The company has neither accumulated losses as at 31st March 2010, nor has it incurred any cash loss during the financial year ended on that date or in the immediately preceding financial year.

16. According to the information and explanation given to us the company has not defaulted in repayment of dues to a bank. The company does not have any loan from any financial institution and has not issued any debentures.

17. According to the information and explanation 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. Accordingly, the provision of paragraph 4 (xii) of the Companies (Auditors Report) Order, 2003 is not applicable to it.

18. The company is not a chit fund, or a nidhi/ mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) (a) to (d) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

19. The company is not dealing or trading in shares, securities and debentures except in respect of investments made under Portfolio Management Scheme as disclosed in Note 25 in Schedule K of the accounts. Since investments are made by the Portfolio Managers, the company is not maintaining separate records of the transactions and contracts. However, the Portfolio Management Scheme has been discontinued by the company during the year.

20. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

21. According to information and explanations given to us, the company has not obtained any term loan from any bank/ financial institution during the year. Therefore, the provisions of paragraph (xvi) of the Companies (Auditors Report) Order, 2003 are not applicable to it.

22. According to the information and explanations given to us and based on our examination of the books of account of the company we have not observed any instance of funds raised for short term basis which were used for long term investment.

23. According to the information and explanations given to us the company has not made any preferential allotment of shares to the parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly the provisions of paragraph 4(xviii) of the Companies (Auditors Report) Order, 2003 are not applicable to it.

24. The Company has not issued any debentures during the year covered by our audit therefore the provisions of Clause 4(xix) of the Companies (Auditors Report) Order, 2003 are not applicable to it.

25. As per the information and explanations given to us, the company has not raised any money by public issue during the year.

26. As per the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For T.R.Chadha & Co.

(Firm Registration No. 006711N)

Chartered Accountants

(Neena Goel) Date: August 12, 2010 Partner

Place: New Delhi M.No. 057986


Mar 31, 2003

We have audited the attached Balance Sheet of Power Trading Corporation of India Limited as at 31st March, 2003 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988 issued by the Central Government of India in terms of Sub-Section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comment in the annexure referred to above, we report that:

1. 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;

2. In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examinations of those books;

3. The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account;

4. In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in Sub-Section (3C) of section 211 of the Companies Act, 1956;

5. On the basis of written representations received from the directors, as on 31st Match, 2003, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2003 in term of clause (g) of Sub- Section (1) of Section 274 of the Companies Act, 1956;

6. In our opinion and to the best of 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 :

a. in the case of Balance Sheet, of the state affairs of the company as at 31st March, 2003; and

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

ANNEXURE TO THE AUDITORS REPORT (Referred to in our report of even date)

1. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. The fixed assets have been physically verified by the management during the period and no material discrepancies were noticed on such verification.

2. None of the fixed assets have been revalued during the period.

3. The company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 or from companies under the same management within the meaning of Section 370 (I-B) of the Companies Act, 1956.

4. The Company has not granted any loans, secured or unsecured to companies, firms or other parties listed in the register maintained under Section 301 or to companies under the same management as defined under Section 370 (1-B) of the Companies Act, 1956.

5. The Company has not granted any loans or advances in the nature of loans except to employees where principal and interest, wherever applicable, are being recovered as stipulated.

6. In our opinion, there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regards to purchase of equipments and other assets.

7. The Company has not made any purchase or sale of goods or services in pursuance of contracts or arrangements with parties listed in the register maintained under Section 301 of the Companies Act 1956, and aggregating during the period to Rs. 50,000 or more in respect of each party.

8. The Company has not accepted any deposits to which the provisions of section 58 A of the Act or the Rules framed there under apply.

9. The companys operation did not result in any scrap or by-product.

10. In our opinion the company has an internal audit system commensurate with the size and nature of its business.

11. The company is generally remitting in time provident fund dues to the parent organisations in respect of employees on deputation with the company. In respect of others, the provident fund dues are remitted in time.

12. As explained to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax and Custom Duty were outstanding as at 31st March, 2003, for a period of more than six months from the date they become payable.

13. According to the information and explanations given to us, no personal expenses of employees or Directors have been charged to revenue account other than those payable under contractual obligations or in accordance with generally accepted business practice.

14. In respect of service rendered:

a) The nature of services rendered, does not involve consumption of materials.

b) Considering the nature of services rendered, it is not considered necessary by the management to allocate man-hours consumed to relative jobs.

15. The nature of goods traded by the company is such that there cannot be any damaged goods.

16. Clauses (iii), (iv), (v), (vi), (xii), (xvi) and (xx) of paragraph 4 A of the aforesaid Order were not applicable to the Company.

ANNEXURE-A TO THE DIRECTORS REPORT

COMMENTS OF THE COMPTROLLER AND COMPANYS REPLY AUDITOR GENERAL OF INDIA UNDER SECTION 619(4) OF THE COMPANIES ACT 1956 ON THE ACCOUNTS OF POWER TRADING CORPORATION OF INDIA LIMITED FOR THE YEAR ENDED 31 MARCH 2003.

Balance Sheet

Notes to the Accounts (Schedule J)

Note No. 7

Two state electricity boards while releasing payments have deducted rebates amounting to Rs. 149 lakh, which were not due to them as the payments were not made within stipulated period. Above Note stated, inter alia, that the Company has not considered the deducted amount as income due to uncertainty in realisation of the same. However, it is observed that the Company has accounted for the inadmissible rebates as income under the head electricity sales as well as expenditure under the head rebates on sale of power.

In fact, the Company should have accounted for the inadmissible rebate as claims recoverable instead of booking the same under the head expenditure and made a provision to reflect the uncertainty in realising the amount in accordance with Accounting Standard 9.

The company, as is evident from its Profit & Loss Account, maintains separate account for Sales as also Rebate Allowed on Sale of Power. The rebate is given for timely payment and as such is in the nature of "Expense" and not "Income".

In the Notes on Accounts, it was mentioned that if the rebate wrongly claimed was paid by these Electricity Boards, the same would be accounted for as and when received.

Credit for this amount through Sundry Debtors was not taken following the conservative approach of not accounting for a receipt which was yet to come especially in view of the uncertainty of such a receipt. By accounting for this amount, the profit would go up correspondingly.

The company could not have created the provision in terms of Accounting Standard 9 as the amounts did not pertain to Sales but to Rebate where "Rebate claimed and accounted for as expense" have occurred simultaneously and not subsequent to each other.

For D.C.G. & Co. Chartered Accountants

Sd/- D.C. Gupta Partner

Place: New Delhi Date : 17.4.2003


Mar 31, 2002

We have audited the attached Balance Sheet of Power Trading Corporation of India Limited as at 31st March, 2002 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comment in the annexure referred to above, we report that:

1. 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;

2. In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examinations of those books.

3. The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account.

4. In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

5. On the basis of written representations received from the directors, as on 31st March, 2002, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2002 in term of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

6. In our opinion and to the best of 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 :

a. in the case of the Balance Sheet, of the state affairs of the company as at 31st March, 2002; and

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

ANNEXURE TO THE AUDITORS REPORT

1. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. The fixed assets have been physically verified by the management during the period and no material discrepancies were noticed on such verification.

2. None of the fixed assets have been revalued during the period.

3. The company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 or from companies under the same management within the meaning of section 370 (I-B) of the Companies Act, 1956.

4. The Company has not granted any loans, secured or unsecured to companies, firms or other parties listed in the register maintained under section 301 or to companies under the same management as defined under section 370(1-B) of the Companies Act, 1956.

5. The Company has not granted any loans or advances in the nature of loans except to employees where principal and interest, wherever applicable, are being recovered as stipulated.

6. In our opinion, there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regards to purchase of equipments and other assets.

7. The Company has not made any purchase or sale of goods or services in pursuance of contracts or arrangements with parties listed in the register maintained under section 301 of the Companies Act, 1956, and aggregating during the period to Rs. 50,000/- or more in respect of each party.

8. The Company has not accepted any deposits to which the provisions of section 58A of the Act or the Rules framed there under apply.

9. The companys operation did not result in any scrap or by-product.

10. In our opinion the company has an internal audit system commensurate with the size and nature of its business.

11. The company is generally remitting in time provident fund dues to the parent organisations in respect of employees on deputation with the company. In respect of others, the provident fund dues are remitted in time.

12. As explained to us, no undisputed amounts payable in respect of Income Tax, Welath Tax, Sales Tax and Custom Duty were outstanding as at 31st March 2002, for a period of more than six months from the date they became payable.

13. According to the information and explanations given to us, no personal expenses of employees or Directors have been charged to revenue account other than those payable under contractual obligations or in accordance with generally accepted business practice.

14. In respect of services rendered:

a) The nature of services rendered does not involve consumption of materials.

b) Considering the nature of services rendered, it is not considered necessary by the management to allocate man-hours consumed to relative jobs.

15. The nature of goods traded by the company is such that there can be no question of any damaged goods.

16. Clauses (iii), (iv), (v), (vi), (xii), (xvi) and (xx) of paragraph 4A of the aforesaid Order were not applicable to the Company.

For D.C.G. & CO.

Chartered Accountants

Sd/-

D.C. Gupta

Partner

Place : New Delhi Date : 22/4/2002


Mar 31, 2001

We have audited the attached Balance Sheet of POWER TRADING CORPORATION OF INDIA LIMITED as at 31st March 2001 and the Profit & Loss Account for the period ended on that date annexed thereto and report as under:

1. As required by the Manufacturing and other Companies (Auditors Report) Order, 1988 issued by the Company Law Board in terms of section 227(4A) 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.

2. Further to the comments in the Annexure referred to in paragraph 1 above:

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

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

iii. The Balance Sheet and Profit & Loss Account referred to in this report are in agreement with the books of accounts.

iv. In our opinion, the Profit & Loss Account and Balance Sheet comply with the mandatory accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

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

vi. In our opinion and to the best of our information and according to the explanations given to us, the said Accounts read together with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:

a. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2001; and

b. in the case of the Profit & Loss Account, of the loss of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph (1) of Report of even date)

1. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. The fixed assets have been physically verified by the Management during the period and no material discrepancies were noticed on such verification.

2. None of the fixed assets have been revalued during the period.

3. The Company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 or from companies under the same management within the meaning of section 370(1-B) of the Companies Act, 1956.

4. The Company has not granted any loans, secured or unsecured to companies, firms or other parties listed in the register maintained under section 301 or to companies under the same management as defined under section 370(1-B) of the Companies Act, 1956.

5. The Company has not granted any loans or advances in the nature of loans except to employees where principal and interest, wherever applicable, are being recovered as stipulated.

6. In our opinion, there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to purchase of equipments and other assets.

7. The Company has not made any purchase or sale of goods or services in pursuance of contracts or arrangements with parties listed in the register maintained under section 301 of the Companies Act, 1956, and aggregating during the period to Rs. 50,000/- or more in respect of each party.

8. The Company has not accepted any deposits to which the provisions of section 58A of the Act or the Rules framed thereunder apply.

9. The Company has constituted an Internal Audit Team during the year, but no formal report on the audit has been submitted.

10. All the employees working for the Company, except one, are on deputation with the Company and in respect of these employees, provident fund dues were generally being remitted in time to the parent organisation. Provident Fund and Employees State Insurance dues were not applicable to the Company during the year under report.

11. As explained to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty or excise duty were outstanding as at 31st March 2001, for a period of more than six months.

12. According to the information and explanations given to us, no personal expenses of employees or Directors have been charged to revenue account other than those payable under contractual obligations or in accordance with generally accepted business practice.

13. In respect of services rendered:

a) The nature of services rendered do not involve consumption of materials.

b) Considering the nature of services rendered, it is not considered necessary by the management to allocate man-hours consumed to the relative jobs.

14. The nature of goods traded by the Company is such that there can be no question of any damaged goods.

15. Clauses (iii), (iv), (v), (vi), (xii), (xiv), (xvi) and (xx) of paragraph 4A of the aforesaid Order were not applicable to the Company.

Date: 28 May 2001 For K.N.GOYAL & Co.,

Chartered Accountants

Sd/-

(K.N. GOYAL) Partner

 
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