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Auditor Report of Ruchi Infrastructure Ltd.

Mar 31, 2016

To,

The Members of

RUCHI INFRASTRUCTURE LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying Standalone financial statements of Ruchi Infrastructure Limited ("The Company") which comprises the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (the Act) with respect to the preparation of these standalone financial statement 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 Standard 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 provision 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.

Auditor''s Responsibility

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

We have taken into account the provision of the Act, the accounting and auditing standard 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 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 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 accounting principles generally accepted in India, of the state of affairs of the company as at 31st March, 2016, and its 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 statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

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

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

b) In our opinion, proper books of account as required by law have been kept by the Company, so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us.

c) The Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account and with the returns received from the branches not visited by us.

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 201 6 taken on records by the Board of Director, 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 be 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 statement - refer note 29 to the financial statements;

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

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

ANNEXURE A TO INDEPENDENT AUDITOR''S REPORT

Referred to in paragraph (1) under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date to the members of Ruchi Infrastructure Limited on the standalone financial statements for the year ended 31st March, 2016.

i. In respect of its Fixed Assets :

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

b. As explained to us, the fixed assets of the Company 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 between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

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

ii. In respect of its Inventories:

The inventories has been physically verified by the Management during the year. In our opinion, the frequency of verification is reasonable and no material discrepancies were noticed.

iii. According to the information and explanations given to us, the Company has granted unsecured loans to one company covered in the register maintained under section 189 of the Companies Act, 2013. The company has not granted any loans secured or unsecured to firms, LLPs or other parties covered in the register maintained under section 189 of the Companies Act, 2013. In respect of the aforesaid loans granted :

a. The terms and conditions of the grant of such loans are not prejudicial to the company''s interest;

b. The party has repaid the principal amount as stipulated and have also been regular in the payment of interest to the company;

c. There is no amount overdue for more than 90 days and no balance is outstanding as at the year end.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made and guarantee given. The company has not provided any security in terms of section 185 and 186 of the Act.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public within the meaning of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the Rules, framed there under. As informed to us no Order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal.

vi. We have broadly reviewed the cost records maintained by the Company pursuant to the rules made by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and are of the opinion that prima facie the prescribed records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

vii. In respect of Statutory dues :

a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion the Company is generally regular in depositing undisputed statutory dues including provident fund, employee''s state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities. There were no undisputed statutory dues in arrears, as at 31st March, 2016 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no dues of sales tax, value added tax, income tax, service tax, duties of customs, duties of excise which have not been deposited with appropriate authorities on account of any dispute except as follows :

Name of the Statute

Nature of Dues

(Amount in lakhs)

Related Period

Forum where dispute is pending

Sales Tax / VAT Acts

Sales Tax /Vat

4,28,515

2007-2008

M.P.Commercial tax appellate board

Sales Tax / VAT Acts

Sales Tax /Vat

4,73,681

2011-2012

Jt. Commissioner of Commercial Taxes, Mangalore

Sales Tax / VAT Acts

Sales Tax /Vat

3,54,273

2009-2010

Addl. Commissioner of Commercial taxes, Indore

Central Excise & Service Tax Act

Service Tax

2,80,29,281

2009-2010 to 2013-14

Appeal at CESTAT , New Delhi

Central Excise & Service Tax Act

Service Tax

1,63,82,196

2014-15

The Commissioner Indore

Central Excise & Service Tax Act

Service Tax

1,60,52,075

2009-2012

The Commissioner Indore

Income Tax Act

Income Tax

32,97,742

2007-2008 to 2009-10

CIT ( Appeals) Mumbai

Income Tax Act

Income Tax

41,09,017

2012-2013

CIT ( Appeals) Mumbai

viii. According to the records of the company examined by us and as per the information and explanations given to us, the Company has not defaulted in repayment of loans and borrowings to a financial institution, bank or government as on the balance sheet date. The Company has not issued any debenture.

ix. In our opinion and according to the information and explanations given to us, the company has not raised money by way of initial public offer or further public offer (including debt instruments) and In our opinion and according to the information and explanations given to us, the term loans obtained during the year have been applied for the purpose for which they were obtained.

x. During the course of our examination of the books of account and records of the Company, 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 material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

xi. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid / provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

xii. In our opinion and according to information and explanation given to us, the company is not a Nidhi Company therefore, the provision of para 3 (xii) of the Order is not applicable to the company.

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

xiv. According to the information and explanations given to us and based on our examination of the records of the company, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year, therefore the provision of para 3 (xiv) of the Order is not applicable to the company.

xv. In our opinion and according to the information and explanations given to us, the company has not entered into any noncash transactions with directors or persons connected with him during the year, hence the provision of para 3 (xv) of the Order is not applicable to the company.

xvi. The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 therefore, the provision of para 3 (xvi) of the Order is not applicable to the company for the year under audit.

Annexure B To the Independent Auditor''s Report of even date on the Standalone Financial Statements of Ruchi Infrastructure Limited

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 Ruchi Infrastructure Limited ("the Company") 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 ASHOK KHASGIWALA & CO.,

Chartered Accountants

(Firm Reg. No. 0743C)

Place : Mumbai CA Ashok Khasgiwala

Date : 27.05.2016 Partner


Mar 31, 2015

Report on the Standalone Financial Statements

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

Management's Responsibility for the Standalone Financial Statements

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

Auditor's Responsibility

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

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

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 control relevant to the company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequete internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of 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 accounting principles generally accepted in India, of the state of affairs of the company as at 31st March, 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report ) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

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

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

b) In our opinion, proper books of account as required by law have been kept by the Company, so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us.

c) The Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account and with the returns received from the branches not visited by us.

d) In our opinion, the aforesaid standalone financial statement 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 2015 taken on records 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.

f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to be 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 statement – refer note 29 to the financial statement;

ii. The Company did not have any long term contract including derivative contract 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.

ANNEXURE TO INDEPENDENT AUDITOR'S REPORT

Referred to in paragraph (1) under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date to the members of Ruchi Infrastructure Ltd. on the financial statements for the year ended March 31, 2015.

i. In respect of its Fixed Assets :

a. The Company is maintaining proper records showing full particulars including quantitative details and situation of its fixed assets.

b. As explained to us, the fixed assets of the Company 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 between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

ii. In respect of its Inventories:

a. The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

iii. According to the information and explanations given to us, the Company has not granted any loan secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Hence the provisions of clauses iii (a) and iii (b) of the said Order are not applicable to the company.

iv. In our opinion and according to the information and explanations given to us, there is adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, we have not observed any continuing failure to correct major weakness in internal control system in respect of these areas.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits within the meaning of section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules, framed there under. Hence the provisions of clauses (v) of the Order is not applicable to the company for the year under audit.

vi. We have broadly reviewed the cost records maintained by the Company pursuant to the rules made by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and are of the opinion that prima facie the prescribed records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

vii. In respect of Statutory dues :

a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion the Company is generally regular in depositing undisputed statutory dues including provident fund, employee's state insurance, income tax, sales tax, service tax, wealth tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities. There were no undisputed statutory dues in arrears, as at 31st March, 2015 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no dues of sales tax, value added tax, income tax, service tax, duties of customs, wealth tax, duties of excise have not been deposited with appropriate authorities on account of any dispute except as follows :

Name of the Statute Nature of Dues Amount involved Rs.

The Sales Tax Act Sales Tax /Vat 3,54,273

Central Excise & Service Tax Act Service Tax 63,74,687

Central Excise & Service Tax 1,17,88,834 Service Tax Act

The Income Tax Act Income Tax 32,97,742

The Income Tax Act Income Tax 41,09,017

Name of the Statute Period ot which Forum where dispute is pending amount relates

The Sales Tax Act 2009-2010 Addl Commissioner of Commercial taxes, Indore

Central Excise & Service Tax Act 2009-2010 Additional Commissioner, Indore

Central Excise & Service Tax Act 2011-2012 Additional Commissioner, Indore & 2012-2013

The Income Tax Act 2007-2008 CIT Appeals Mumbai to 2009-2010

The Income Tax Act 2012-2013 CIT Appeals Mumbai

c) There has been no delay in transferring amounts, as required to be transferred, to the Investor Education and Protection Fund by the Company in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

viii. The Company does not have accumulated losses as at 31st March 2015 and it has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

ix. According to the records of the Company examined by us and as per the information and explanations given to us, the Company has not defaulted in repayment of dues to a Financial Institutions or Banks as at 31st March 2015 or debenture holders.

x. The Company has not given any guarantee for loans taken by Others from any Bank or financial institution.

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

xii. During the course of our examination of the books of account and records of the Company, 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 material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For ASHOK KHASGIWALA & CO.,

Chartered Accountants

(Firm Reg. No. 0743C)

CA Ashok Khasgiwala

Place : Mumbai Partner

Date :30th May, 2015 M.No. 70288


Mar 31, 2014

We have audited the accompanying financial statements of Ruchi Infrastructure Limited ("The Company") which comprise the Balance Sheet as at 31st March, 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''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 the cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (''the Act'') read with the General Circular 15/2013 dated 13th 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 depends on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

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

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

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

iii. in the case of the Cash Flow Statement, of the cash flows of the Company 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 (as amended), issued by the Central Government of India in terms of Sub Section (4A) of Section 227 of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

b) In our opinion, proper books of account as required by law have been kept by the Company, so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us;

c) The Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account and with the returns received from the branches not visited by us;

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting standards referred to in Section 211 (3C) of the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013;

e) On the basis of written representations received from the directors, as on 31st March, 2014 and taken on record by the Board of Directors none of the directors is disqualified as on 31st 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 INDEPENDENT AUDITORS'' REPORT Referred to in paragraph (1) under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date :

i. In respect of its Fixed Assets :

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

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

c. During the year, the Company has not disposed off a substantial part of its fixed assets and we are of the opinion that the going concern status of the company is not affected.

ii. In respect of its Inventories:

a. The Inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b. In our opinion, 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, the Company is maintaining proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

iii. a. According to the information and explanations given to us, and in our opinion the Company has not granted any loan secured or unsecured to company, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence the provisions of clauses iii(b), iii (c) and iii(d) of the said Order are not applicable to the Company.

b. According to the information and explanations given to us, and in our opinion the Company has not taken any loan secured or unsecured from company, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence the provisions of clauses iii(f) and iii(g) of the said Order 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 with regard to purchases of inventory and 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 system in respect of these areas.

v. a. According to the information and explanations given to us, we are of the opinion that the particulars of contract or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of the rupees five lakhs in respect of each party during the year, have been made at prices which appear 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 to which the provisions of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 apply.

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

ix. a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employee''s state insurance, income tax, sales tax, service tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it. There were no arrears, as at 31st March, 2014 for a period of more than six months from the date they became payable.

b) In our opinion and according the information and explanations given to us and the records of the Company examined by us, the particulars of dues of sales tax, entry tax, customs duty, excise duty, service tax and income tax which have not been deposited with appropriate authorities on account of any disputes as at 31st March, 2014 are as under :

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

The Sales Tax Act Sales Tax/ VAT 33,51,405 2002-2003 to 2003-2004 Jt Comm Commercial Taxes, Hyderabad

The Sales Tax Act Sales Tax/ VAT 6,91,53,119 2002-2003 High Court ( A.P) Hyderabad

The Sales Tax Act Sales Tax/ VAT 44,82,290 2003-2004 Dy Commiss- ioner, Kanpur

The Sales Tax Act Sales Tax/ VAT 8,78,530 2003-2004 & 2008-2009 Joint Commiss- ioner Appeal, Kanpur

The Sales Tax Act Sales Tax/ VAT 4,65,401 2008-2009 & 2009-2010 Sales Tax Tribunal, Kanpur

The Sales Tax Act Sales Tax/ VAT 72,304 2003-2004 Commercial Tax Officer, Cuttack

The Sales Tax Act Sales Tax/ VAT 1,11,572 2005-2006 Asst Commiss- ioner, Cuttack

The Sales Tax Act Sales Tax/ VAT 17,82,958 2007-2008 Commiss- ioner, Cuttack

The Sales Tax Act Entry Tax 7,82,788 2007-08 & 2009-2010 Addl Commiss- ioner of Commercial taxes, Indore

The Sales Tax Act Sales Tax/ VAT 3,53,79,329 2001-2002 & 2002-2003 High Court (T.N.) Chennai

Customs Act Customs Duty 72,51,340 2002-2003 High Court ( A.P) Hyderabad

Customs Act Customs Duty 65,07,702 2006-2007 CESTAT, Bangalore

Customs Act Customs Duty 2,11,90,804 2001-2002 High Court (Kerala) Cochin

Central Excise & Service Tax Act Excise Duty 13,58,100 2012-13 Commiss- ioner Appeal, Vizag Central Excise & Service Tax Act Excise Duty 14,89,019 2004-2005 CESTAT, Bangalore

Central Excise & Service Tax Act Excise Duty 5,42,045 2004-2005 High Court ( A.P) Hyderabad Central Excise & Service Tax Act Excise Duty 18,54,983 2008-2009 to 2012-2013 Additional Commiss- ioner, Vizag

Central Excise & Service Tax 1,45,88,768 2009-2010, 2011-12 CESTAT New Delhi Service Tax Act &2012-2013

Central Excise & Service Tax Act Service Tax 35,74,753 2010-2011 Commiss- ioner Appeal, Indore

The Income Tax Act Income Tax 32,97,742 2007-2008 to CIT (Appeals) Mumbai 2009-2010

x. The company does not have accumulated losses as at 31st March, 2014. The company has not incurred cash losses during the year under audit and in the 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 any financial institution or bank as at Balance Sheet date. The company has not issued any debenture.

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 (Auditor''s Report) Order, 2003 are not applicable to the Company.

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 Report) Order, 2003 are not applicable to the Company.

xv. In our opinion and according to the information and explanations given to us, and the representations made by the management, the company has not given any guarantee for loan taken by others from any bank or financial institution.

xvi. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company we report that the term loans have been applied for the purpose it was raised.

xvii. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that no funds raised on short term basis have been utilised for long term purposes.

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

xix. The Company has not issued any debenture.

xx. The Company has not raised money by public issues during the year.

xxi. During the course of our examination of the books of account and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have not come across any instance of material fraud on or by the Company noticed or reported during the year, nor have we been informed of such case by the management.

For ASHOK KHASGIWALA & CO.,

Chartered Accountants

(Firm Reg. No. 0743C)

CA Ashok Khasgiwala Place : Camp Mumbai Partner

Date : May 30, 2014 M.No. 70288


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statement of Ruchi Infrastructure 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 the 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 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 depends on the auditor''s judgement, 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 accounting principles generally accepted in India:

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

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

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

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order 2003 (as amended), issued by the Central Government of India in terms of sub section (4A) of Section 227 of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

b) In our opinion, proper books of account as required by law have been kept by the Company, so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us;

c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account and with the returns received from the branches not visited by us;

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting standards referred to in Section 211 (3C) 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.

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

(Referred to in paragraph (1) under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date)

i. In respect of its Fixed Assets :

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

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

c. During the year, the Company has not disposed off a substantial part of fixed assets and we are of the opinion that the going concern status of the company is not affected.

ii. In respect of its Inventories:

a. The Inventories have been physically verified by the management. In our opinion the frequency of verification is reasonable.

b. In our opinion, 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, the Company is maintaining proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

iii. a. According to the information and explanations given to us, and in our opinion the Company has not granted any loan secured or unsecured to company, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence 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 in our opinion the Company has not taken any loan secured or unsecured from company, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence the provisions of clauses iii(f) and iii(g) of the Order 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 with regard to purchases of inventory, 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 system in respect of these areas.

v. a. According to the information and explanations given to us, we are of the opinion that the particulars of contract or arrangements that need to be entered into the register maintained under section 301of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of the rupees five lakhs in respect of each party during the year, have been made at prices which appear 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 public to which the provisions of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 apply.

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

ix. a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employee''s state insurance, income tax, sales tax, service tax, wealth tax, custom duty, excise duty, cess and other statutory dues applicable to it. There were no arrears, as at 31st March, 2013 for a period of more than six months from the date they became payable.

b) In our opinion and according the information and explanation given to us, the statutory dues which have not been deposited with appropriate authorities on account of any disputes are as under :

Name of the Nature of Amount Statute Dues Involved (Rs.)

The Sales Tax Act Sales Tax/ VAT 1,03,60,314

The Sales Tax Act Sales Tax/ VAT 33,51,405

The Sales Tax Act Sales Tax/ VAT 6,91,53,119

The Sales Tax Act Sales Tax/ VAT 44,82,290

The Sales Tax Act Sales Tax/ VAT 8,78,530

The Sales Tax Act Sales Tax/ VAT 4,65,401

The Sales Tax Act Sales Tax/ VAT 72,304

The Sales Tax Act Sales Tax/ VAT 78,675

The Sales Tax Act Sales Tax/ VAT 1,11,572

The Sales Tax Act Sales Tax/ VAT 17,82,958

The Sales Tax Act Sales Tax/ VAT 3,54,273

The Sales Tax Act Sales Tax/ VAT 3,55,32,882

Customs Act Customs Duty 72,51,340

Customs Act Customs Duty 65,07,702

Customs Act Customs Duty 2,11,90,804

Central Excise & Excise Duty 14,89,019 Service Tax Act

Central Excise & Excise Duty 5,42,045 Service Tax Act

Central Excise & Excise Duty 18,54,983 Service Tax Act

Central Excise & Service Tax 1,81,63,521 Service Tax Act

The Income Tax Act Income Tax 55,61,878

The Income Tax Act Income Tax 32,97,742

Name Period to which Forum where amount relates dispute is pending

The Sales Tax Act 2001-2002 to 2005-2006 Sales Tax Appellate Tribunal, Vizag

The Sales Tax Act 2002-2003 to 2003-2004 Jt Comm Commercial Taxes, Hyderabad

The Sales Tax Act 2002-2003 High Court (A.P) Hyderabad

The Sales Tax Act 2003-2004 Dy Commissioner, Kanpur

The Sales Tax Act 2003-2004 & 2008-2009 Joint Commissioner Appeal, Kanpur

The Sales Tax Act 2008-2009 & 2009-2010 Sales Tax Tribunal, Kanpur

The Sales Tax Act 2003-2004 Commercial Tax Officer, Cuttack

The Sales Tax Act 2004-2005 Sales Tax Tribunal, Cuttack

The Sales Tax Act 2005-2006 Asst Commissioner, Cuttack

The Sales Tax Act 2007-2008 Asst Commissioner, Cuttack

The Sales Tax Act 2009-2010 Addl Commissioner of Commercial taxes, Indore

The Sales Tax Act 2001-2002 & 2002-2003 High Court (T.N.) Chennai

The Sales Tax Act 2002-2003 High Court (A.P) Hyderabad

The Sales Tax Act 2006-2007 CESTAT, Bangalore

The Sales Tax Act 2001-2002 High Court (Kerala) Cochin

The Sales Tax Act 2004-2005 CESTAT, Bangalore

The Sales Tax Act 2004-2005 High Court (A.P) Hyderabad

The Sales Tax Act 2008-2009 to 2012-2013 Additional Commissioner, Vizag

The Sales Tax Act 2009-2010 to 2012-2013 Additional Commissioner, Indore

The Sales Tax Act 2006-2007 For Rectification with Dy Comm

The Sales Tax Act 2007-2008 to 2009-2010 CIT (Appeals) Mumbai

x. The company does not have accumulated losses as at March 31, 2013. The company has not incurred cash losses during the year under audit and in the 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 any financial institution or bank. The company has not issued any debenture.

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 (Auditor''s Report) Order, 2003 are not applicable to the Company.

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 Report) Order, 2003 are not applicable to the Company.

xv. In our opinion and according to the information and explanations given to us, and the representations made by the management, the company has not given any guarantee for loan taken by others from any bank or financial institution.

xvi. The company has not raised any term loan during the year under audit.

xvii. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that no funds raised on short term basis have been utilised for long term purposes.

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

xix. The Company has not issued any debenture.

xx. The Company has not raised money by public issues during the year.

xxi. During the course of our examination of the books of account and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have not 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 ASHOK KHASGIWALA & CO.,

Chartered Accountants.

(Firm Reg. No. 0743C)

CA Ashok Khasgiwala

Place: Camp Mumbai Partner

Date : May 30, 2013 M.No. 070288


Mar 31, 2012

1. We have audited the attached Balance Sheet of Ruchi Infrastructure Limited as at March 31, 2012, the Statement of Profit and Loss 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 (as amended), 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 purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company, so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us;

c) The Balance Sheet, the 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, the Statement of Profit and Loss and Cash Flow Statement dealt with by this report are prepared in compliance with the Accounting standards referred to in Section 211 (3C) of the Companies Act, 1956;

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

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

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

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

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

ANNEXURE TO AUDITORS' REPORT

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

i. In respect of its Fixed Assets :

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

b. As per the information given to us, the fixed assets are physically verified by the management according to a phased programme designed to cover all the items over a period which, in our opinion, is reasonable having regard to the size of the Company and the nature of its fixed assets. No material discrepancies were noticed on such verification.

c. During the year, the Company has not disposed off a substantial part of fixed assets and we are of the opinion that the going concern status of the company is not affected.

ii. In respect of Inventories:

a. The Inventories have been physically verified by the management. In our opinion the frequency of verification is reasonable.

b. In our opinion, 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. The Company is maintaining proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

iii. a. According to the information and explanations given to us, the Company has not granted any loan secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence 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, the Company has not taken any loan secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence the provisions of clauses iii(f) and iii(g) of the Order 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 with regard to purchases of inventory, 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 system in respect of these areas.

v. a. According to the information and explanations given to us, we are of the opinion that the particulars of contract or arrangements that need to be entered into the register maintained under section 301of the Companies Act, 1956 have been so entered.

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

vi. According to the information and explanations given to us, the Company has not accepted any deposits from public to which the provisions of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 apply.

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 books of accounts and records in respect of manufacturing of vegetable refined oils and wind power generation maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules 2011 prescribed by the Central Government under Section 209 (1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

ix. a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employee's state insurance, income tax, sales tax, service tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it. There were no arrears, as at March 31, 2012 for a period of more than six months from the date they became payable.

b) According to the records of the company and information and explanation given to us, the disputed statutory dues including provident fund, sales tax, income tax, custom duty, wealth tax, service tax, excise duty and cess which have not been deposited with appropriate authorities are as under:

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

Central Excise & Excise Duty 14,89,019 2004-05 CESTAT, Bangalore Service Tax

Central Excise & Excise Duty 5,42,045 2004-05 High Court (A.P) Service Tax

The Sales Tax Act Sales Tax 36,48,855 2005-06 Deputy Commissioner (Appeal) Vizag

The Sales Tax Act Sales Tax 33,51,405 2002-03 & Sales Tax Appellate Tribunal, Vizag

2003-04

The Sales Tax Act Sales Tax 6,91,53,119 2002-03 High Court (A.P)

The Sales Tax Act Sales Tax 3,55,32,882 2001-02 & 2002-03 High Court Chennai

The Sales Tax Act Sales Tax 41,65,896 2009-10 Deputy Commissioner (Appeal) Gawhati

The Sales Tax Act Sales Tax 17,82,958 2007-08 & Addl Commissioner of 2008-09 Commercial Tax, Cuttack

The Sales Tax Act Sales Tax 58,30,901 2003-04 Dy Commissioner of Commercial 2008-09 & 2009-10 Tax,Kanpur

The Sales Tax Act Entry Tax 3,54,273 2009-10 Additional Comm of Commercial Taxes, Indore

The Income Tax Act Income Tax 55,61,878 2006-07 For Rectification with Dy Commissioner

The Income Tax Act Income Tax 29,31,553 2008-09 CIT (Appeals) Mumbai

The Income Tax Act Income Tax 2,84,621 2009-10 CIT (Appeals) Mumbai

The Income Tax Act Income Tax 81,568 2007-08 CIT (Appeals) Mumbai

Customs Act Customs Duty 41,31,222 2002-03 High Court (A.P)

Customs Act Customs Duty 51,94,647 2006-07 CESTAT, Bangalore

Customs Act Customs Duty 1,20,228 2005-06 CESTAT, Bangalore

Customs Act Customs Duty 2,31,747 2005-06 CESTAT, Bangalore

Customs Act Customs Duty 17,06,061 2004-05 CESTAT, Bangalore

Customs Act Customs Duty 1,14,04,956 2004-05 Dy Comm of Customs, Kakinada

Customs Act Customs Duty 2,11,90,804 2001-02 High Court, Kerala

x. The company has no accumulated losses as at March 31, 2012. The company has not incurred cash losses during the year under audit and in the 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 financial institution or bank or debenture/bond holders.

xii. 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 (Auditor's Report) Order, 2003 are not applicable to the Company.

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 Report) Order, 2003 are not applicable to the Company.

xv. According to the information and explanations given to us, and the representations made by the management, we are of the opinion that the company has not given any guarantee for loan taken by others from any bank or financial institution.

xvi. In our opinion and according to the information and explanations given to us, the term loan raised during the year have been applied for the purpose it is raised.

xvii. According to the information and explanations given to us and on an overall examination of the Financial Statements of the Company, we report that funds raised on short term basis have not been utilised for long term purposes.

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

xix. According to the information and explanations given to us, during the period covered by our audit report, the Company has not issued any debentures.

xx. The Company has not raised money by public issues during the year.

xxi. During the course of our examination of the books of account and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have not 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 ASHOK KHASGIWALA & CO.,

CHARTERED ACCOUNTANTS.

(Firm Reg. No. 0743C)

CA Ashok Khasgiwala

Place: Mumbai Partner

Date : August 14, 2012 M.No. : 70288


Mar 31, 2011

1. We have audited the attached Balance Sheet of Ruchi Infrastructure Limited as at March 31, 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 (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, 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 purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company, so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us;

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

d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are prepared in compliance with the Accounting standards referred to in Section 211 (3C) of the Companies Act, 1956;

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

f) (i) Interest Expenditure of Rs.10,08,11,303/- (Previous year Rs.6,14,04,720/-) has been netted of against the interest income, instead of including the same under financial expenses. The said disclosure however has no impact on the profit for the year.

(ii) The opening balances are taken from the accounts, for the year ended March 31, 2010 audited by M/s. M. M. Singla & Co., Mumbai and same are relied upon by us.

g) 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 accounting principles generally accepted in India;

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

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

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

ANNEXURE TO AUDITORS' REPORT Referred to in paragraph 3 of our report of even date. i. In respect of its Fixed Assets :

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

b. As per the information given to us, the fixed assets are physically verified by the management according to a phased programme designed to cover all the items over a period which, in our opinion, is reasonable having regard to the size of the Company and the nature of its fixed assets. No material discrepancies were noticed on such verification.

c. During the year, the Company has not disposed off a substantial part of fixed assets and we are of the opinion that the going concern status of the company is not affected.

ii. In respect of Inventories :

a. The Inventories have been physically verified by the management. In our opinion the frequency of verification is reasonable.

b. In our opinion, 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. The Company is maintaining proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

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. Hence 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, the Company has not taken any loan secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Hence the provisions of clauses iii(f) and iii(g) of the Order 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 with regard to purchases of inventory, 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 system in respect of these areas.

v. a. According to the information and explanations given to us, we are of the opinion that the particulars of contract or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

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

vi. According to the information and explanations given to us, the Company has not accepted any deposits from public to which the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 apply.

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 books of accounts and records in respect of manufacturing of vegetable refined oils and wind power generation maintained by the Company pursuant to the rules made by the Central Government of India for maintenance of cost records under Section 209 (1 )(d) of the Companies Act, 1956. We 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 such accounts and records with a view to determine whether they are accurate or complete.

ix. a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employee's state insurance, income tax, sales tax, service tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it. There were no arrears, as at March 31, 2011 for a period of more than six months from the date they became payable.

b) According to the records of the company and information and explanation given to us, the disputed statutory dues including provident fund, sales tax, income tax, custom duty, wealth tax, service tax, excise duty and cess which have not been deposited with appropriate authorities are as under:

Name of the Nature of Amount Period to which Forum where statute dues Involved (Rs.) amount relates dispute is pending

Central Excise & Excise Duty 14,89,019 2004-05 CESTAT Bangalore

Service Tax

Central Excise & Excise Duty 5,42,045 2004-05 High Court A.P.

Service Tax

The Sales Tax Act Sales Tax 4,21,97,395 2003-04, 2004-05 Dy. Commissioner (Appeal) & 2005-06 Vizag

The Sales Tax Act Sales Tax 33,51,405 2002-03 & 2003-04 Sales Tax Appellate Tribunal Vizag

The Sales Tax Act Sales Tax 6,91,53,119 2002-03 High Court A.P.

The Sales Tax Act Sales Tax 3,55,32,882 2001-02 & 2002-03 High Court Chennai

The Sales Tax Act Sales Tax 41,65,896 2009-10 Dy. Commissioner (Appeal)

The Sales Tax Act Sales Tax 1 7,82,958 2007-08 & Add. Commissioner 2008-09 of Commercial Tax Cuttack

The Sales Tax Act Sales Tax 69,12,126 2003-04, 2008-09 Dy. Commissioner of Tax Kanpur & 2009-10

Income Tax Act, 1961 Income Tax 55,61,878 2006-07 For Rectification with Dy. Commissioner

Customs Act Customs Duty 41,31,222 2002-03 High Court A.P.

Customs Act Customs Duty 51,94,647 2006-07 CESTAT Bangalore

Customs Act Customs Duty 1,20,228 2005-06 CESTAT Bangalore

Customs Act Customs Duty 2,31,747 2005-06 CESTAT Bangalore

Customs Act Customs Duty 17,06,061 2004-05 CESTAT Bangalore

Customs Act Customs Duty 1,14,04,956 2004-05 Dy. Comm. of Customs Kakinada

Customs Act Customs Duty 2,11,90,804 2001-02 High Court Kerala

x. The company has no accumulated losses as at March 31, 2011. The Company has not incurred cash losses during the year under audit and in the 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 financial institution or bank or debenture/bond holders.

xii. 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, 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 Report) Order, 2003 are not applicable to the Company.

xv. According to the information and explanations given to us, and the representations made by the management, we are of the opinion that the terms and condition of the guarantee given to banks for and on behalf of loan taken by subsidiaries are not prejudicial to the interest of the Company. There is no Corporate Guarantee outstanding as at the year end.

xvi. In our opinion and according to the information and explanations given to us, the Company has not raised any term loan during the year.

xvii. According to the information and explanations given to us and on an overall examination of the Financial Statements of the Company, we report that funds raised on short term basis have not been utilised for long term purposes.

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

xix. According to the information and explanations given to us, during the period covered by our audit report, the Company has not issued any debentures.

xx. The Company has not raised money by public issues during the year.

xxi. During the course of our examination of the books of account and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have not 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 ASHOK KHASCIWALA & CO.,

CHARTERED ACCOUNTANTS.

(Firm Reg. No. 0743C)

CA Ashok Khasgiwala

Place: Mumbai Partner

Date : August 27, 2011 Membership No. 70288


Mar 31, 2010

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

1. We conduct 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 misstatements. 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.

2. As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government of India 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 Order.

3. 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.

4. In our opinion proper books of accounts as required by law have been kept by the company so far as appears from our examination of such books.

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

6. In our opinion, the Profit & Loss Account, Balance Sheet and Cash Flow Statement comply with the mandatory accounting standards referred to in subsection (3C) of section 211 of the Companies Act, 1956.

7. On the basis of written representations received from the Directors of the Company and taken on record by the Board of Directors, we report that no Directors are disqualified as at March 31st, 2010 from being appointed as Director in terms of clause(g) of Sub-Section(I) of section 274 of the Act 1956.

8. In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet, Profit & Loss Account and Cash Flow Statement read with notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:

i) In so far as it relates to the Balance Sheet of the State of affairs of the Company as at 31st March, 2010

ii) In so far as it relates to the Profit & Loss Accounts of the Profit for the year ended on that date and

iii) In so far as it relates to the Cash Flow Statement of the Cash Flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

1. a) The Company has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets. The fixed assets of the company have been physically verified by the management at reasonable intervals and no material discrepancies between books records and physical inventory were noticed.

b) There was no substantial disposal of fixed assets during the year.

2. a) In respect of inventory, physical verification has been conducted by the management at reasonable intervals. The

procedure of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of the business.

b) The discrepancies noticed on physical verification of stocks as compared to book records were not material and have been properly dealt with in the books of accounts.

3. a) The Company has not taken loan any loan from companies listed in the Register maintained under section 301 of

the Companies Act, 1956.

b) The terms and conditions of loans granted by the Company to companies, firms or other parties listed in the Register maintained under Section 301 of the companies Act, 1956 are prima facie not prejudicial to the interests of the Company.

4. There is an adequate internal control procedure commensurate with the size of the company and nature of its business for purchase of raw materials, stores, fixed assets and for sale of goods.

5. a) In our opinion and according to the information and explanations given to us, the transactions that needed to be

entered in the register maintained under section 301 of the Companies Act, 1956, have been so entered.

b) In our opinion and according to the information and explanations given to us, having regard to the explanation that many of the items are of a special nature and their prices cannot be compared with alternative quotations, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act. 1956 and exceeding the value of Rupees five lacs in respect of any party during the year have been reasonable having regard to the prevailing market prices at the relevant time.

6. According to the information and explanations given to us the Company has not accepted any deposit from public to which provision of section 58A and 58 AA of the Companies Act, 1956 and the rules made thereunder apply.

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

8. We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government, the maintenance of cost records has been prescribed 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 determining whether they are accurate or complete.

9. a) According to the records of the Company,it is generally regular in depositing undisputed statutory dues including

Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Customs Duty, Excise Duty and other statutory dues applicable to it with the appropriate authorities. There are no undisputed statutory dues outstanding as on 31st March, 2010 for a period of more than six months from the date they became payable.

b) The following disputed amount as of 31st March, 2010 aggregating to Rs.10,50,81,787/- on account of matters pending before the appropriate authourities.

Name of the Nature of Forum where Years to which Amount disputed statute dues dispute is pending dispute relate Rs.

Customs Duty Customs Duty High Court 2001-2002 2,11,90,804

Customs Duty Customs Duty Appellete Authoity 2002-2003 3,51,975

Sales Tax Sales Tax High Court 2002-2003 6,91,53,119

Sales Tax Sales Tax Appellate Commissioner 2002-2003 2003-2004 70,06,285 2005-2006

Sales Tax Sales Tax Assessing Officer 2003-2004 2004-2005 53,48,540

Excise Duty Excise Duty Appellate Commissioner 2004-2005 14,89,019

Excise Duty Excise Duty High Court 2004-2005 5,42,045



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

11. According to the information and explanations given to us and based on the documents and records produced to us, the Company has not defaulted in repayment of dues to banks or financial institutions.

12. In our opinion and according to the explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares 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 (Auditor’s Report) Order, 2003 are not applicable to the Company.

14. The Company does not deal or trade in shares, securities, debentures and other investments. Accordingly the provision of clause 4(xiv) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

15. In our opinion, the terms and conditions on which the Company has given guarantees for loans taken by a subsidiary from a bank are, prima facie, not prejudicial to the interests of the Company.

16. In our opinion, the term loans raised during the year 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 and Cash Flows of the Company, we report that the Company has not utilized funds raised on short term basis for long term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, paragraph 4(xviii) of the Order is not applicable.

19. The Company did not issue any debentures during the year.

20. We have verified the end use of money raised by way of issue of Foreign Currency Convertible Bonds as disclosed in the Notes to the Accounts

21. According to the information and explanations given by the Management, we report that, no fraud on or by the Company has been noticed or reported during the course of our audit for the year ended 31st March,2010.

For M.M.Singla & Co. Chartered Accountants

(MURLI M.SINGLA)

Proprietor

Membership No 40366

Place : Mumbai

Date : August 30, 2010

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