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Auditor Report of RPP Infra Projects Ltd.

Mar 31, 2016

To

The Members of

M/s. RPP INFRA PROJECTS LIMITED Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of M/s. RPP Infra Projects Limited, which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

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

Auditors'' Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2016, and its profit/loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 (''the Order'') issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the order.

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

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

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

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

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

(e) On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B”.

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

i. or the Company does not have any pending litigations which would impact its financial position

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

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

1. a) The company has maintained proper records

The Annexure referred to in Independent Auditors'' Report to the members of the Company on the standalone financial statements for the year ended 31st March 2016, we report that:

showing full particulars including quantitative details and situation of fixed assets.

b) The fixed assets have been physically verified by the management during the year which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c) The title deeds of all the immovable properties of the Company shown under the Fixed Assets schedule are held in the name of Company.

2. The inventories have been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable and no discrepancies were noticed at the time of verification.

3. a) The company has not granted loans, secured or unsecured, to companies, firms, LLP''s or other parties covered in the register maintained U/s. 189 of the Act.

b) & c) Not applicable since, the company has not granted any loans to the parties covered in the register maintained U/s. 189 of the Act.

4. The company has not given any loans / investments / guarantees to which the provisions of Sec. 186 of the Act apply.

Name of Statute

Nature of the dues

Amount in Rs.

Period to which the amount relates

Forum where the dispute is pending

Income Tax Act

Income Tax

24,29,318

2005-06

Assistant Commissioner of Income Tax,Circle-I,Erode

Income Tax Act

Income Tax

7,05,443

2006-07

Assistant Commissioner of Income Tax,Circle-I,Erode

Income Tax Act

Income Tax

8,268

2007-08

Assistant Commissioner of Income Tax,Circle-I,Erode

Income Tax Act

Income Tax

91,22,896

2008-09

Assistant Commissioner of Income Tax,Circle-I,Erode

Income Tax Act

Income Tax

1,83,06,420

2009-10

Income Tax Appellate Tribunal ,Chennai

Income Tax Act

Income Tax

1,31,52,700

2010-11

Commissioner of Income Tax, Coimbatore

5. The company has not accepted any deposits to which the provisions of Sec. 73 to 76 or any other relevant provisions of the Act and the rules framed there under and the directions issued by the RBI are applicable. Hence this clause is not applicable.

6. We have broadly reviewed the books of account maintained by the company pursuant to the Rules made by the Central Government for the maintenance of cost records u/s 148 of the Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

7. a) Undisputed statutory dues including PF, ESI, income-tax, sales-tax, service tax, duty of custom, duty of excise, VAT, cess have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

b) There are no dues of Sales Tax, Customs Duty, Excise Duty and VAT which have not been deposited on account of any dispute. The particulars of Income tax, Service Tax (or any other tax) which have not been deposited on account of any dispute is as follows:

8. The Company had no loans from a Financial Institution or Bank or government or dues to debenture holders & therefore this clause is not applicable to the Company.

Name of Statute

Nature of the dues

Amount in Rs.

Period to which the amount relates

Forum where the dispute is pending

Income Tax Act

Income Tax

1,93,52,640

2011-12

Commissioner of Income Tax, Coimbatore

Income Tax Act

Income Tax

1,42,02,440

2012-13

Assistant Commissioner of Income Tax,Circle-I,Erode

Income Tax Act

Income Tax

29,66,600

2013-14

Income Tax Department-CPC

Income Tax Act

TDS

83,16,133

2008-16

TDS -CPC

Central Excise Act

Service Tax

2,52,28,175

2010-11

Commissioner of Central Excise,Salem

Contingent Liabilities

84,25,15,307

Bank Guarantees

1,88,12,798

Inland Letterof Credits

9. Based on our audit procedures, we are of the opinion that the company has not defaulted in repayment of dues to its bank, financial institution, and Government or Debenture holders.

10. Based upon the audit procedures performed, we report that no fraud by the company and no fraud on the Company by its officers / employees has been noticed or reported during the course of our audit.

11. The Managerial Remuneration has been paid / provided in accordance with the requisite approvals mandated by Sec. 197 read with Schedule V to the Act.

12. The Company is not a Nidhi Co. and therefore clause 3(12) of the Order is not applicable to the Company.

13. In our opinion, all the Related Party Transactions entered into by the Company during the year are in compliance with the provisions Sec. 188 & 177 of the Act and the details thereof have been disclosed in the Financial Statements as required by the Accounting standards and the Act.

14. The Company has not made any preferential allotment / private placement of shares during the year and therefore this clause is not applicable to the Company.

15. The Company has not entered into any non-cash transactions with directors / persons connected with him as stipulated u/s. 192 of the Act. Clause 3(15) of the Order is therefore not applicable to the Company.

16. In our opinion, the Company is not required to be registered u/s 45-IA of the Reserve Bank of India Act, 1934.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act")

We have audited the internal financial controls over financial reporting of M/s. RPP Infra Projects Limited as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For KARTHIKEYAN & JAYARAM

Chartered Accountants

CA G.N. JAYARAM.,FCA.,DISA

Partner

Place: Erode Membership No: 200 - 27291

Date: 27.05.2016 Firm Reg. No: - 007570S


Mar 31, 2015

We have audited the accompanying standalone financial statements of RPP INFRA PROJECTS LIMITED which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 with respect to 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 principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

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

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

Opinion

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

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

b) in the case of the Statement of Profit and Loss, of the profit for the 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, 2015 issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the para 3 and 4 of the Order, to the extent applicable:

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

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

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

c. The balance sheet, the statement of profit and loss and the cash flow statement dealt with by this report are in agreement with the books of account;

d. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 subject to non adherence with Accounting Standard 15 dealing with employee benefits in as much as the gratuity liability provided not being on the basis of actuarial valuation;

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements.

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

iii. There were no amounts due to be transferred to the Investor Education and Protection Fund by the company during the year

Annexure to the Auditors' Report dated 29.05.2015 The Annexure referred to in our report to the members of RPP Infra Projects Limited for the year Ended on 31st March 2015. We report that:

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

(b) All the assets have been physically verified by the management during the year and that there is a regular programme of verification which in our opinion is reasonable having regard to the size of the company and the nature of its assets. As reported no material discrepancies have been noticed on such verification.

(ii) (a) The inventory has been physically verified during the year by the Management. In our opinion, the frequency of the verification is reasonable.

(b) The procedures of physical verification of stock 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. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) Clauses (a) & (b) are not applicable as the Company has not granted any loans to entities covered in the register maintained under section 189 of the Companies Act, 2013.

(iv) 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 with regard to purchases of inventory, fixed assets and with regard to the work done. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal controls.

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

(vi) The company has, prima facie, maintained cost records specified by the central government under sub-section (1) of section 148 of the Companies Act.

(vii) (a) According to the information and explanation given to us and on the basis of our examination of the records by the company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the company with the appropriate authorities. As explained to us, the company did not have any dues on accounts of employees' state insurance and duty of excise.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sale tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31st March 2015 for the period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no material dues of wealth tax, duty of customs and cess which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of income tax, sales tax, service tax and value added tax have not been deposited by the company on account of disputes.

Sl No Tax Law Forum where the Dispute is pending

1 Income Tax Assistant Commissioner of Income Tax, Circle - I, Erode

2 Income Tax Assistant Commissioner of Income Tax, Circle - I, Erode

3 Income Tax Assistant Commissioner of Income Tax, Circle - I, Erode

4 Income Tax Assistant Commissioner of Income Tax, Circle - I, Erode

5 Income Tax Income Tax Appellate Tribunal, Chennai

6 Income Tax Commissioner of Income Tax, Coimbatore

7 Income Tax Commissioner of Income Tax, Coimbatore

8 Income Tax Assistant Commissioner of Income Tax, Circle - I, Erode

9 Service Tax Commissioner of Central Excise, Salem

Contingent Liabilities

10 Bank Guarantees

11 Inland Letter of Credits

Financial Year Amount

2005- 06 24,29,318

2006- 07 7,05,443

2007- 08 8,268

2008- 09 1,01,22,896

2009- 10 3,04,25,600

2010- 11 2,50,10,460

2011- 12 4,16,27,450

2012-13 1,15,62,950

2008-09 2,52,28,175

44,17,24,730

4,87,62,607

(c) According to the information and explanations given to us there are no amounts required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the companies act and rules there under.

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

(ix) In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of dues to a financial institution or bank/ debentures.

(x) According to the information given to us, the company has not given any guarantees or loans taken for loans taken from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company.

(xi) In our opinion, the term loans have been applied for the purpose for which they were raised.

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

For KARTHIKEYAN & JAYARAM CHARTERED ACCOUNTANT

CA G.N. JAYARAM F.C.A Partner

Place : Erode Membership No.200-027291

Date : 29.05.2015 Firm Regn No.0075705


Mar 31, 2014

We have audited the accompanying financial statements of R.P.P. Infra Projects Limited (''the company'') which comprise the Balance Sheet as at March 31, 2014, 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 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.

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,

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

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

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

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

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;

e) on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 AUDITOR''S REPORT Re: R.P.P INFRA PROJECTS LTD

The Annexure referred to in our report to the members of R.P.P. Infra Limited (''the company'') for the year 31s1 March 2014. We report that:

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

(b) All the assets have been physically verified by the management during the year and that there is a regular programme of verification which in our opinion is reasonable having regard to the size of the company and the nature of its assets. As repotted no material discrepancies have been noticed on such verification.

(c) Fixed Assets disposed of during the year were not substantial. According to the information and explanations given to us, we are of the opinion that disposal of the Fixed Assets has not affected the going concern status of the Company.

(ii) (a) The inventory has been physically verified during the year by the Management. In our opinion, the frequency of the verification is reasonable.

(b) The procedures of physical verification of stock 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. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii. Clauses (a) to (d) are not applicable as the Company has not granted any loans to entities covered in the register maintained under section 301 of the Companies Act, 1956. Chapter (e) to (g) are not applicable as 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.

(iv) 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 with regard to purchases of inventory, fixed assets and with regard to the work done. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section; and

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public so as to attract section 58A, 58AA and other relevant provisions of the Act.

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

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government of India, regarding the maintenance of cost records under clause (d) of subsection (1) of Section 209 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have, however not made a detailed examination of the records with a view to determine whether they are accurate or complete.

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

(b) According to the information and explanations given to us, there are no undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, excise duty and cess were in arrears as at 31st March, 2014, for a period of more than six months from the date they became payable except in respect of the particulars given here under:

S.No. Tax Laws Financial Period Amount

1 Income Tax (TDS) 2013-14 Rs.ll,08,608

(c) According to the information and explanation given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute, except in respect of the particulars given here under:

S. Tax Laws Forum where Dispute is pending Period Amount No 1 Service Tax Commissioner of Central Excise, F.Yr 2008-09 2,52,28,175 Salem

2 Income Tax Assistant Commissioner of F.Yr 2005-06 24,14,650 Income Tax, Circle-I,Erode

3 Income Tax Assistant Commissioner of F.Yr 2008-09 Rs. 51,87,870/- Income Tax, Erode

(x) There are no accumulated losses of the company. The Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of dues to a financial institution or bank. There are no debenture holders.

(xii) 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.

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

(xiii)In our opinion and according to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures & other investments. The trading in shares is only in the nature of investments.

(xiv) In our opinion, 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 are not applicable to the Company.

(xv) As per written undertaking taken on record from the Management, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) In our opinion, the term loans have been applied for the purpose for which they were raised.

(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, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

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

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

For KARTHIKEYAN & JAYARAM CHARTERED ACCOUNTANTS

CA. G.N. JAYARAM, F.C.A. Partner. Membership No: 200-027291 Firm Regn No: 007570S

Place: Erode Date: 29/05/2014


Mar 31, 2013

REPORT OF THE AUDITORS TO THE MEMBERS OF

M/S. R.P.P. INFRA PROJECTS LTD

We have audited the accompanying financial statements of R.P.P. Infra Projects 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 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.

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.

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 Profit and Loss Account, of the profit/ loss 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.

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;

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.

The Annexure referred to in Our Report of even date to the members of M/s. R.P.P. Infra Projects Ltd, on the accounts of the Company for the year ended 31st March, 2013.

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

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

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

(c) In our opinion and according to the information and explanation given to us the Fixed Assets disposed of during the year were not substantial. According to the information and explanations given to us, we are of the opinion that disposal of the Fixed Assets has not affected the going concern status of the Company.

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

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

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

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

(b) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for purchases of inventories, fixed assets and payment of expenses and for the work done. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

(b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceeds five lakh rupees in a financial year therefore requirement of reasonableness of transactions does not arises.

6. The Company has not accepted any deposits from the public so as to attract section 58A and58AA of the Companies Act, 1956 and other relevant provisions of the Act.

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

8. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government of India, regarding the maintenance of cost records under clause (d) of subsection (1) of Section 209 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have, however not made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. (a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty,

Excise Duty, cess to the extent applicable and other l statutory dues have generally been deposited with the appropriate authorities.. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2012 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, excise duty and cess were in arrears as at 31st March, 2013, for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute, except in respect of the particulars given here under:

S.No Tax Laws Forum where Dispute is pending Period Amount

1 Service Tax Commissioner of Central Excise, Salem F.Yr 2008-09 Rs.2,02,28,175/-

2 Income Tax Assistant Commissioner of Income Tax, Circle-I, Erode F.Yr 2005-06 Rs. 24,14,650/-

3 Income Tax Assistant Commissioner of Income Tax, Erode F.Yr 2008-09 Rs. 51,87,870/-

10. There are no accumulated losses of the company. The Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

11. In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of dues to a financial institution or bank. There are no debenture holders.

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.

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. In our opinion and according to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures & other investments. The trading in shares is only in the nature of investments. Proper records & timely entries have been maintained in this regard and the investments specified are held in their own name. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

15. As per written undertaking taken on record from the Management, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. In our opinion, the term loans have been applied for the purpose 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. According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19. According to the information and explanations given to us, the Company has not issued any debentures.

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

21. According to the information and explanations given to us no fraud on or by the company has been noticed or reported during the course of our audit.

For KARTHIKEYAN & JAYARAM

CHARTERED ACCOUNTANTS

CA. G.N. JAYARAM, F.C.A.

Partner

Date : 30/05/2013 Membership No: 200-027291

Place : Erode Firm Regn No: 007570S


Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s.RPP INFRA PROJECTS LIMITED as at 31.03.2012, the Profit and LossAccount 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 basedonour audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require thatwe plan and perform the auditto 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 providesareasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, read with Companies' (Auditors' Report) (Amendment) Order 2004 dated 25.11.2004, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Furtherto our comments in the Annexure referred to above, wereport that:

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

ii) In our opinion proper books of account as required by law have been kept by the company so far as appears from our examination of those books. The Report of Auditors of the Branch of the Company in Srilanka has been audited by other Auditors and our opinion is solely based on the report of such other Auditors. This has been appropriately dealt withbyus inthe Company'sAccounts.

iii) The Balance Sheet, Profit and Loss Account and Cash Flow statement dealt with by this report are in agreement with the booksof account and with the audited returns from the branches.

iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow statement dealt with by this report comply with the Accounting Standards referredto insub-section (3C)of Section 211of the CompaniesAct, 1956.

v) On the basis of written representation received from the Board of Directors and taken on record by the Board of directors, we report that none of the directors are disqualified at the year end as per the provisions of clause (g) of sub- section (1) ofSection 274of the CompaniesAct, 1956.

vi) 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 inconformity with the accounting principles generally accepted inIndia::

a) inthe case ofBalance Sheet, ofthe stateof affairsofthe CompanyasatMarch, 31, 2011.

b) inthe case ofthe Profit and Loss account, ofthe profitofthe Company for the year endedonthat date; and

c) in the case ofthe Cash Flow statement,of the cash flows for the year endedonthat date.

ANNEXURE TO THE AUDITOR'S REPORT (Referred to in paragraph 3 of our Report dated 27/08/2012)

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

(b) All the assets have been physically verified by the management during the year and that there is a regular programme ofverification whichin our opinion isreasonable having regard to the sizeof the company and the nature of its assets.As reported no material discrepancies have been noticed onsuch verification.

(c) Fixed Assets disposed of during the year were not substantial.According to the information and explanations given to us,weareofthe opinion that disposal ofthe FixedAssets has not affected the going concern status ofthe Company.

(ii) (a) The inventory has been physically verified during the year by the Management. In our opinion, the frequency of the verification is reasonable.

(b) The procedures of physical verification of stock followed by the management are reasonable and adequate in relation tothe sizeofthe company and the nature ofits business.

(c ) In our opinion and according to the information and explanations given to us, the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii. (a) The Company has not granted loans to the company covered in the register maintained under section 301 of the CompaniesAct, 1956.

(b) is not applicable as no loans were not given to these Companies except to M/s.RPP Energy Systems Private Limited and the maximum amount outstandingatany point ofthe year was asumof Rs. 73,54,275.

(c ) and (d) are not applicable as there are no stipulated terms for the repayment of principal and the loan is interest- free.

(e) to (g) are not applicable as the company has not taken any loans secured or unsecured from companies, firms or other parties covered inthe register maintained under section 301ofthe CompaniesAct, 1956.

(iv) 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 with regard to purchases of inventory, fixed assets and with regard to the work done. During the course of our audit we have not observed any continuing failureto correct major weaknessesininternal controls.

(v) (a)According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of theAct have been entered in the register required to be maintained under that section; and the list containing the maximum amounts outstanding atany pointoftimeisattached herewith.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts orarrangements exceeding the value ofrupees five lakhs inrespect of any party during the year have been madeat prices which are reasonable having regard toprevailing market pricesat the relevant time (vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AAof the Act and the rules framed there under. Therefore, the provisions of Section 58A, 58AAand any other relevant provisions of the Companies Act, 1956 and the rules framed there under with regard to deposits accepted from the public are not applicabletothe Company.

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

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government of India, regarding the maintenance of cost records under clause (d) of subsection (1) of Section 209 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have, however not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a)Accordingtothe recordsof the Company, 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 have been generally regularly deposited during the year with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of above were in arrears,as atMarch 31, 2012 for aperiodofmore than six months from the dateonwhich they became payable.

(b) According to the information and explanations given to us, there are no undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, excise duty and cess werein arrears asat31st March, 2011, foraperiod of more than six months from the date they became payable except a sum of Rs.341245/- and Rs.65582/- towards Sales tax and Income tax respectively.

(c) According to the information and explanation given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute, except in respect of the particulars given here under:

S.No Tax LawsForum where Dispute is pendingPeriodAmount1Service Tax Commissioner of Central Excise, Salem F.Yr 2008-09 Rs.2,52,28,175/- 2 Income Tax Assistant Commissioner of Income Tax, Circle-I, ErodeF.Yr 2005- 06Rs. 24,14,650/- 3 Income Tax Assistant Commissioner of Income Tax, ErodeF.Yr 2008-09Rs. 51,87,870/-

(x) There are no accumulated losses of the company. The Company has not incurred cash losses during the financial year coveredbyour audit andinthe immediately preceding financial year.

(xi) In our opinion and according to the information and explanation given to us, the Company has not defaulted in repaymentofduestoa financial institutionor bank. There are no debenture holders.

(xii) In our opinion, and according to the information and explanations given to us, the Company has not granted any loans and advancesonthe basisof securitybyway ofpledgeof shares, debentures and other securities.

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

(xiv)In our opinion and accordingtothe information and explanations giventous, the Companyis not dealing or trading in shares, securities, debentures&other investments.

(xv)As per written undertaking taken on record from the Management, the Company has not given any guarantee for loans takenbyothers from bankorfinancial institutions.

(xvi)Inour opinion, the term loans have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company,wereport thatnofunds raised on short-term basis have been used for long-term investment.

(xviii) According to the information and explanations given to us, the Company has not made preferential allotment of sharesto parties and companies covered inthe register maintained under section 301oftheAct.

(xix)Accordingtothe information and explanations given tous, the Company has not issued any debentures.

(xx)The company has not raised any money by wayofpublic issue during the year.

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

For KARTHIKEYAN & JAYARAM CHARTERED ACCOUNTANTS

CA. G.N. JAYARAM, F.C.A.

Partner

Place: Erode, Membership No: 200-027291

Date : Aug 27, 2012 Firm Regn.No: 007570S


Mar 31, 2011

1. We have audited the attached Balance Sheet of M/s. RPP INFRA PROJECTS LIMITED as at 31.03.2011, 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 auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, read with Companies' (Auditors' Report) (Amendment) Order 2004 dated 25.11.2004, 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:

i) 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.

ii) In our opinion proper books of account as required by law have been kept by the company so far as appears from our examination of those books. The Srilankan Branch Auditor’s report has been forwarded to us and has been appropriately dealt with by us.

iii) 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 audited returns from the branches.

iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

v) On the basis of written representation received from the Board of Directors and taken on record by the Board of directors, we report that none of the directors are disqualified at the year end as per the provisions 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 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 of affairs of the Company as at March, 31, 2011.

b) in the case of the Profit and Loss account, of the profit of the Company 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.

Re : R.P.P INFRA PROJECTS LTD (Referred to in paragraph 3 of our Report dated 25.07.2011)

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

(b) All the assets have been physically verified by the management during the year and that there is a regular programme of verification which in our opinion is reasonable having regard to the size of the company and the nature of its assets. As reported no material discrepancies have been noticed on such verification.

(c) During the year the has disposed off only a negligible portion of its plant & Machinery and has made substantial additions. We are of the opinion that the sale of the said part of Plant & Machinery has not affected the going concern status of the Company.

(ii) (a) The inventory has been physically verified during the year by the Management. In our opinion, the frequency of the verification is reasonable.

(b) The procedures of physical verification of stock followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c ) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii. (a) The Company has granted loan to one company covered in the register maintained under section 301 of the Companies Act, 1956. The amount involved during the year was Rs.46 lakhs and the year-end balance of loan was also Rs.46 Lakhs.

(b) No interest is charged on the loan, and as the Company is paying interest on its borrowings from the bank it is prima facie prejudicial to the interest of the Company.

(c) and (d) are not applicable as there are no stipulated terms for the repayment of principal and the loan is interest-free.

(e) to (g) are not applicable as 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.

(iv) 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 with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section; and

(b) In our opinion and according to the information and explanations given to us, the trans- actions made in pursuance of such contracts or arrangements exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, provisions of section 58A & 58 AA or any other relevant provisions of the companies Act, 1956 are not attracted as the Company has not accepted any deposits from the public.

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

(viii) In our opinion and according to information and explanations given to us, the provisions of section 209(1)(d) of the Companies Act, 1956 are not attracted in the nature of the activities undertaken by the company.

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

(b) According to the information and explanations given to us, there are no undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, excise duty and cess were in arrears as at 31st March, 2011, for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute, except in respect of the particulars given here under:

S.No Tax Laws Forum where Dispute Period Amount is pending (In Rs.)

1. Service Tax Commissioner of F.Yr 2,52,28,175 Central Excise Salem 2008-09

2. Income Tax F.Yr 24,14,650 2006-07

3. Income Tax F.Yr 51,87,870 2009-10

(x) There are no accumulated losses of the company. The Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of dues to a financial institution or bank. There are no debenture holders.

(xii) 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.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors’ Report) Order, 2003 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 or trading in shares, securities, debentures & other investments. The trading in shares is only in the nature of investments.

(xv) As per written undertaking taken on record from the Management, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) In our opinion, the term loans have been applied for the purpose for which they were raised.

(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 aised on short-term basis have been used for long-term investment.

(xviii) According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

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

(xx) We have verified the end use of money raised by public issue as disclosed by the management in the notes to the Financial Statements.

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

For KARTHIKEYAN & JAYARAM CHARTERED ACCOUNTANTS

(sd/-) CA. G.N. JAYARAM, F.C.A. Partner. Membership No: 200-027291 Firm Regn No: 07570S Place : Erode Date : 25.07.2011

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