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Auditor Report of Sarda Energy & Minerals Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Sarda Energy & Minerals Limited ("the Company") which comprise the balance sheet as at 31st March 2015, the statement of profit and loss, the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

(i) in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2015;

(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.

Emphasis of Matters

We draw attention to the following matters in the Notes to the financial statements:

a) Note no.41 which describes the uncertainty related to compensation amount and exclusion of washary from the mine infrastructure cost of cancelled coal block of the company for which the company has filed writ petition in the court of law. Since the matter is subjudice, pending settlement of claim, no adjustment has been made for impairment.

b) Similarly note no.33 which also describes uncertainty related to investments in Joint Venture Company where the allotted coal block has been cancelled. No impairment loss has been booked in anticipation that the realizable value of the assets of the JV shall be more than the value of investment of the company.

c) Impact with respect to (a) and (b) are presently not ascertainable and as such cannot be commented upon by us.

Our opinion is not qualified in respect of these matters.

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 paragraphs 3 and 4 of the Order.

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

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

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

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

d. in our opinion, the 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, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act;

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

(i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 37 to the financial statements.

(ii) In our opinion and according to the explanations given to us, the Company has not entered into 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 to the Independent Auditors ' Report (Referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements of our report of even date)

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

(b) As explained to us, all major assets except certain low value items viz. furniture, fixtures and office equipments have been physically verified by the management at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(ii) (a) As explained to us, inventories have been physically verified during the year by the management. In our opinion, the frequency of the verification is reasonable.

(b) The procedures of physical verification of 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 the inventory records of the Company, we are of the opinion that, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of account.

(iii) (a) The Company has granted unsecured loans to two companies covered in the register maintained under section 189 of the Companies Act, 2013 during the year. As explained to us the principal amounts are repayable on demand, whereas the interest is payable annually at the discretion of the Company.

(b) As explained to us, there was no overdue amount in respect of loan granted.

(iv) In our opinion and according to the information & explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business for the 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 controls.

(v) In our opinion and according to the information and explanations given to us the Company has not accepted any deposits, in terms of the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, in respect of Company's products to which the said rules are made applicable and are of the opinion that, prima facie, the prescribed accounts and records, have been made and maintained. We have, however, not made a detailed examination of the records.

(vii) (a) According to the information & explanations given to us, during the year the Company is regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities. According to the information & explanations given to us, no undisputed amounts of statutory dues as stated above were 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 income tax, sales tax, wealth tax, service tax, custom duty, excise duty, value added tax and cess which have not been deposited on account of any dispute except the cases given below:

Name of the Statute Nature of the Amount Dues (Rs. in lac)

Central Excise Act, 1944 Excise Duty 20.56

Central Excise Act, 1944 Excise Duty 6.50

Penalty 2.00

Central Excise Act, 1944 Excise Duty 78.48

Penalty 83.48

Central Excise Act, 1944 Excise Duty 3.33

Penalty 3.33

Penalty 6.98

Central Excise Act, 1944 Excise Duty 16.96

Penalty 16.96

Central Excise Act, 1944 Excise Duty 0.01

Penalty 0.86

Central Excise Act, 1944 Excise Duty 17.49

Penalty 17.49

Central Excise Act, 1944 Excise Duty 1.92

Central Excise Act, 1944 Excise Duty 9.74

Central Excise Act, 1944 Excise Duty 7.62

Central Excise Act, 1944 Excise Duty 29.95

Central Excise Act, 1944 Excise Duty 11.61

Income Tax Act, 1961 Income Tax 46.58

Central Sales Tax Act & Value Added Tax, 124.81

Sales Tax Acts of Various Central sales tax and states and Entry Tax Act, Entry tax. 1976

Finance Act 1994 Service Tax 15.55

Penalty 15.55

Finance Act 1994 Penalty on 51.99

Service Tax 0.87

Chhatisgarh Upkar Energy Development 3,933.80 Adhiniyam 1981 Cess

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

Central Excise Act, 1944 July 1987 to Oct 1988 High Court

Central Excise Act, 1944 Jan 2005 to Mar 2007 Customs Excise & Service Tax Appellate Tribunal

Central Excise Act, 1944 April 2007 to July 2009 Customs Excise & Service Tax Appellate Tribunal

Central Excise Act, 1944 2004-05 & Customs Excise & Service Tax 2006-07 Appellate Tribunal

2006- 07

Central Excise Act, 1944 Jan 2005 to Customs Excise & Service Tax May 2007 Appellate Tribunal

Central Excise Act, 1944 Dec 2006 to Customs Excise & Service Tax March 2007 Appellate Tribunal

Central Excise Act, 1944 2007- 08 Customs Excise & Service Tax

Appellate Tribunal

Central Excise Act, 1944 2011-12 Customs Excise & Service Tax Appellate Tribunal

Central Excise Act, 1944 1st Mar 2011 to Customs Excise & Service Tax 23rd Mar 2011 Appellate Tribunal

Central Excise Act, 1944 Mar 1989 to Aug 1989 Commissioner (Appeals)

Central Excise Act, 1944 2008 to Aug 2012 Commissioner (Appeals)

Central Excise Act, 1944 Sept 2012 to Aug 2013 Commissioner (Appeals)

Income Tax Act, 1961 A.Y. 2012-13 CIT (Appeals)

Central Sales Tax Act & Sales Tax Acts of Various states and Entry Tax Act, 1976 1992-93 Appellate Authorities upto to 2008-09 Commissioner's level

Finance Act 1994 2005-06 Customs Excise & Service Tax Appellate Tribunal

Finance Act 1994 2007-08 Customs Excise & Service Tax Dec 2006 to Mar 2007 Appellate Tribunal

Chhatisgarh Upkar Adhiniyam 1981 May 2006 to Feb 2014 Supreme Court

(c) According to the information and explanations given to us, amounts required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder have been transferred to such fund within time.

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

(ix) Based on our audit procedures and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to the banks, financial institution and debenture holders.

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

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

(xii) Based on our audit procedure and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year. Therefore, the provisions of clause (xii) of the Companies (Auditor's Report) Order, 2015 are not applicable to the company.

For O. P. Singhania & Co.

(ICAI Firm Regn. No.002172C)

Chartered Accountants

Sanjay Singhania Partner

Membership No.076961 Raipur, 23rd May, 2015


Mar 31, 2014

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

Management''s responsibility for the financial statements

Management is responsible for the preparation of these fnancial 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 Accounting Standards notifed under 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 fnancial 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 fnancial 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 fnancial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fnancial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fnancial 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 fnancial 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 company''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 suffcient 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 fnancial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in india:

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

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

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

Report on other legal and regulatory requirements

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

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

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

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

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

d. In our opinion, the Balance Sheet, the Statement of profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notifed under 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 March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the act.

f. Since the Central Government has not issued any notifcation as to the rate at which the cess is to be paid under Section 441a of the act nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

Annexure referred to in Paragraph 1 under the heading of "Report on other legal and regulatory requirements" of our report of even date.

i) On the basis of such checks as we considered appropriate and in terms of information & explanations given to us we state that: -

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

b) All the major assets except certain low value items of furniture, fixtures and office equipments have been physically verifed by the management at reasonable intervals. As informed, no material discrepancies were noticed on such verifcation.

c) The fixed assets disposed off are not substantial so as to affect the going concern status of the Company. ii) a) As informed, inventories have been physically verifed at reasonable intervals by the management.

b) The procedures of physical verifcation 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 has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verifcation of inventories as compared to the book records. However, the defciencies noticed on physical verifcation have been properly dealt with in the books of account.

iii) a) the Company has granted unsecured loan to three companies covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs 14,289.76 lac and the year-end balance of loans granted to such companies was Rs 4,785.47 lac.

b) In our opinion, the rate of interest wherever charged and other terms and conditions of loans given by the Company are prima facie not prejudicial to the interest of the Company.

c) The principal amounts are repayable on demand, whereas the interest is payable annually at the discretion of the Company.

d) in respect of the said loans and interest thereon, there are no overdue amounts.

e) The Company has not taken any loans secured or unsecured from any of the companies, firms or other parties covered in the register maintained under Section 301 of the Companies act, 1956. accordingly the provisions of sub clause (f) and (g) of Paragraph 4 Clause (iii) of the Companies (Auditor''s Report) Order, 2003, (as amended) are not applicable to the Company.

iv) in our opinion and according to the information & explanations given to us, there is adequate internal control system commensurate with the size of the Company and nature of its business for the 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.

v) a) in our opinion and according to the information & explanations given to us, the transactions that need to be entered into a register in pursuance of Section 301 of the Companies act, 1956 have been so entered.

b) in our opinion and according to the information & explanations given to us, the transactions made in pursuance of contracts/arrangements covered in the register(s) maintained under Section 301 of the Companies act, 1956 and exceeding the value of Rupees Five lac in respect of each party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) the Company has not accepted any deposit from the public. therefore, the provisions of Clause (vi) of Paragraph 4 of the Order are not applicable to the Company.

vii) The Company is having an internal audit system, which in our opinion is commensurate with the size of the Company 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 for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed cost records have been made and maintained. We have however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

ix) a) in our opinion and according to the information and explanations given to us, the Company is generally regular in depositing with the appropriate authorities, undisputed statutory dues including Provident Fund, investor Education and Protection Fund, Employees'' State insurance, income tax, Sales tax, Wealth tax, Service tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it. according to the information and explanations given to us, no undisputed amount payable in respect of the aforesaid dues were outstanding as at March 31, 2014 for a period of more than six months from the date of becoming payable.

b) According to the information and explanations given to us, there are no dues of Wealth Tax which have not been deposited with the appropriate authorities on account of any dispute. The disputed Statutory dues of income tax, Excise Duty, Service tax, Sales tax and Cess that have not been deposited on account of dispute, the particulars of which, and the forum where the dispute is pending are given below:-

Name of the Statute Nature of the Amount Dues (Rs in lac)

Central Excise act,1944 Excise Duty 20.56

Central Excise act, Excise Duty Penalty 6.50 1944 2.00

Central Excise act, Excise Duty Penalty 95.44 1944 100.44

Central Excise act, Excise Duty 3.33 1944 Penalty 3.33 Penalty 6.98

Central Excise act, Excise Duty 28.99 1944 Penalty 19.24

Central Excise act, 1944 Excise Duty 7.62

income tax act, 1961 income tax 2,080.80 201.13

Central Sales tax act Value Added Tax, 111.75 & Sales tax acts of Central sales tax Various states and and Entry tax. Entry tax act,1976

Finance act 1994 Service tax Penalty 15.55

15.55

Finance act 1994 Penalty on service 51.99 Tax 0.86

chhatisgarh Upkar Energy 3,363.80

adhiniyam 1981 Development Cess

Name of the statues Period to which Forum where dispute the amount relates is pending

Central Excise act,1944 July 1987 to High Court Oct 1988

Central Excise act,1944 Jan 2005 to Customs Excise & Mar 2007 Service taxappellate tribunal

Central Excise act,1944 april 2007 to Customs Excise & July 2009 Service tax appellate tribunal

Central Excise act,1944 2004-05 & Customs Excise & 2006-07 Service tax appellate 2006-07 tribunal

Central Excise act,1944 april 2007 to Customs Excise & Mar 2011 Service tax appellate tribunal Central Excise act,1944 Mar 1989 to Commissioner aug 1989 (appeals)

income tax act, 1961 a.Y. 2009-10 Cit (appeals) a.Y. 2010-11 Cit (appeals)

Central Sales tax act 1992-93 appellate authorities & Sales tax acts of Up to 2008-09 Commissioner''s level Various states and Entry tax act,1976

Finance act 1994 2005-06 Customs Excise & Service tax appellate tribunal Finance act 1994 2007-08 Customs Excise & Dec2006to2007 Service tax appeallate Tribunal chhatisgarh Upkar May 2006 Supreme Court

adhiniyam 1981 to Feb 2014

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

xi) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to any fnancial institutions, banks and debenture holders.

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

xiii) in our opinion and on the basis of information and explanation given to us the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly the provisions of Paragraph 4 Clause (xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

xiv) in our opinion the Company is not dealing or trading in shares, securities, debentures, mutual funds and other investments. Accordingly the provision of Paragraph 4 Clause (xiv) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

xv) according to the information and explanations given to us, the Company has given corporate guarantees for loans taken by others from banks/ fnancial institutions, the terms and conditions of which in our opinion are not prima facie prejudicial to the interest of the Company.

xvi) On the basis of information and explanation given to us, the term loans have been applied for the purpose for which the loans were obtained except the funds deployed temporarily elsewhere.

xvii) according to the information and explanations given to us and on an overall examination of balance Sheet of the company, we are of the opinion that funds raised on short-term basis have not been used for long-term investment.

xviii) the company has not made any preferential allotment of shares during the year to any of the parties and companies covered in the register maintained under Section 301 of the Companies act, 1956.

xix) according to the information given to us the required security or charge has been created in respect of debentures issued by the company.

xx) The company has not raised any money by way of public issue during the year.

xxi) in our opinion and according to the information and explanations given to us, no material fraud on or by the company has been noticed or reported during the year.

For M. M. Jain & associates Chartered accountants FRN 112538W

Suraj Khandelwal Place : Raipur Partner Dated : May 10, 2014 Membership No. 158941


Mar 31, 2013

Report on the fnancial statements

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

Management''s responsibility for the fnancial statements

Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position, fnancial performance and cash fows of the company in accordance with the accounting principles generally accepted in India including 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 fnancial 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 fnancial 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 fnancial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fnancial statements. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the fnancial 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 fnancial 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 fnancial statements.

We believe that the audit evidence we have obtained is suffcient 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 fnancial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Report on other legal and regulatory requirements

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

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

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

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

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

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

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 disqualifed 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 Act.

f. Since the Central Government has not issued any notifcation as to the rate at which the cess is to be paid under Section 441A of the Act nor has it issued any rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the company.

Annexure referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date.

i) On the basis of such checks as we considered appropriate and in terms of information & explanations given to us we state that: -

a) The company has maintained proper records in electronic mode showing full particulars including quantitative details and situation of fxed assets.

b) All the major assets except certain low value items of furniture, fxtures and offce equipments have been physically verifed by the management at reasonable intervals. As informed, no material discrepancies were noticed on such verifcation.

c) The fxed assets disposed off are not substantial so as to affect the going concern status of the company. ii) a) As informed, inventories have been physically verifed at reasonable intervals by the management.

b) The procedures of physical verifcation 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 has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verifcation of inventories as compared to the book records. However, the defciencies noticed on physical verifcation have been properly dealt with in the books of account.

iii) a) The company has granted unsecured loan to eleven companies covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 26,493.84 Lacs and the year-end balance of loans granted to such companies was Rs. 9,308.43 Lacs.

b) In our opinion, the rate of interest wherever charged, and other terms and conditions of loans given by the company are prima facie not prejudicial to the interest of the company.

c) The principal amounts are repayable over a period of one to three years, while the interest is payable annually at the discretion of the company.

d) In respect of the said loans and interest thereon, there are no overdue amounts.

e) The company has not taken any loans secured or unsecured from any of the companies, frms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly the provisions of sub clause (f) and (g) of Paragraph 4 Clause (iii) of the Companies (Auditor''s Report) Order, 2003, (as amended) are not applicable to the company.

iv) In our opinion and according to the information & explanations given to us, there is adequate internal control system commensurate with the size of the company and nature of its business for the purchases of inventory and fxed 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.

v) a) In our opinion and according to the information & explanations given to us, the transactions that need to be entered into a register in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information & explanations given to us, the transactions made in pursuance of contracts/arrangements covered in the register(s) maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rupees Five Lacs in respect of each party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) The company has not accepted any deposit from the public. Therefore, the provisions of Clause (vi) of Paragraph 4 of the Order are not applicable to the company.

vii) The company is having an internal audit system, which in our opinion is commensurate with the size of the company 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 for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed cost records have been made and maintained. We have however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

ix) a) In our opinion and according to the information and explanations given to us, the company is generally regular in depositing with the appropriate authorities, undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed amount payable in respect of the aforesaid dues were outstanding as at March 31, 2013 for a period of more than six months from the date of becoming payable.

b) According to the information and explanations given to us, there are no dues of wealth tax and cess which have not been deposited with the appropriate authorities on account of any dispute. The disputed statutory dues of income tax, excise duty, service tax and sales tax that have not been deposited on account of dispute, the particulars of which and the forum where the dispute is pending are given below:-

Name of the Statute Nature of the Amount Dues (Rs.in Lacs)

Central Excise Act, Excise duty 19.51 1944

Central Excise Act, Excise duty 1.05 1944

Central Excise Act, Excise duty 81.90

1944 penalty 84.34

Central Excise Act, Penalty 6.97 1944

Central Excise Act, Excise duty 7.62 1944

Central Excise Act, Excise duty 16.17

1944 penalty 22.43

Income Tax Act, 1961 Income tax 1,216.34

2,080.80

201.13

Central Sales Tax Act Value added 138.55 & Sales Tax Acts of tax, Central Various states and sales tax and Entry Tax Act, 1976 Entry tax.

Name Period to which Forum where dispute the amount relates is pending

Central Excise Act, 1989 High Court

Central Excise Act, 1995 High Court

Central Excise Act, Dec-2004, Customs Excise & Service Tax

Central Excise Act, 2007-08 Appellate Tribunal and 2008-09

Central Excise Act, 2006-07 Customs Excise & Service Tax Appellate Tribunal

Central Excise Act, 1990 Commissioner (Appeals)

Central Excise Act, 2007-08, Commissioner (Appeals) 2009-10, 2012-13

Central Excise Act, A.Y. 2008-09 ITAT

Central Excise Act, A.Y. 2009-10 CIT (Appeals)

Central Excise Act, A.Y. 2010-11 CIT (Appeals)

Central Excise Act, 1992-93 to 2008-09 Appellate Authorities upto Commissioner''s level

x) The company does not have any accumulated losses at the end of the fnancial year. The company has not incurred cash losses during the fnancial year and in the immediately preceding fnancial year.

xi) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to any fnancial institutions, banks and debenture holders.

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

xiii) In our opinion and on the basis of information and explanation given to us the company is not a chit fund or a nidhi/ mutual beneft fund/ society. Accordingly the provisions of Paragraph 4 Clause (xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the company.

xiv) In our opinion the company is not dealing or trading in shares, securities, debentures, mutual funds and other investments. Accordingly the provision of Paragraph 4 Clause (xiv) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the company.

xv) According to the information and explanations given to us, the company has given corporate guarantees for loans taken by others from banks/ fnancial institutions, the terms and conditions of which in our opinion is not prima facie prejudicial to the interest of the company.

xvi) On the basis of information and explanation given to us, the term loans have been applied for the purpose for which the loans were obtained except the funds deployed temporarily elsewhere.

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

xviii) The company has not made any preferential allotment of shares during the year to any of the parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

xix) According to the information given to us the required security or charge has been created in respect of debentures issued by the company.

xx) The company has not raised any money by way of public issue during the year.

xxi) In our opinion and according to the information and explanations given to us, no material fraud on or by the company has been noticed or reported during the year.

For M. M. Jain & Associates

Chartered Accountants FRN 112538W

MANISH JAIN Raipur

Partner

Dated : 25th May, 2013 Membership No. 118548


Mar 31, 2012

We have audited the attached Balance Sheet of SARDA ENERGY & MINERALS LIMITED as at March 31, 2012, the Statement of Profit and Loss and 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.

1. We conducted our audit in accordance with the Auditing Standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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 the 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 (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 matter specified in Paragraphs 4 and 5 of the said Order.

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

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

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

(iii) 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;

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

(v) On the basis of written representations received from the Directors 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;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Policies and notes appearing thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Annexure to Auditors' Report

Annexure referred to in Paragraph 2 of our report of even date

i) On the basis of such checks as we considered appropriate and in terms of information & explanations given to us we state that: -

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

b) All the major assets except certain low value items of Furniture, Fixtures and Office Equipments have been physically verified by the Management at reasonable intervals. As informed, no material discrepancies were noticed on such verification.

c) The fixed assets disposed off are not substantial so as to affect the going concern status of the Company.

ii) a) As informed, inventories have been physically verified at reasonable intervals by the management

b) 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 has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records. However, the deficiencies noticed on physical verification have been properly dealt with in the books of account.

iii) a) The Company has granted unsecured loan to nine companies and one limited liability partnership covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 23,939.00 Lacs and the year-end balance of loans granted to such companies and LLP was Rs. 11,760.00 Lacs.

b) In our opinion, the rate of interest wherever charged, and other terms and conditions of loans given by the Company are prima facie not prejudicial to the interest of the Company.

c) The principal amounts are repayable over a period of one to three years, while the interest is payable annually at the discretion of the Company.

d) In respect of the said loans and interest thereon, there are no overdue amounts.

e) The Company has not taken any loans secured or unsecured from any of the companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly the provisions of sub clause (f) and (g) of Paragraph 4 Clause (iii) of the Companies (Auditor's Report) Order, 2003, (as amended) are not applicable to the Company.

iv) In our opinion and according to the information & explanations given to us, there is adequate internal control system commensurate with the size of the Company and nature of its business for the 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.

v) a) In our opinion and according to the information & explanations given to us, the transactions that need to be entered into a register in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information & explanations given to us, the transactions made in pursuance of contracts/arrangements covered in the register(s) maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rupees Five Lacs in respect of each party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) The Company has not accepted any deposit from the public. Therefore, the provisions of Clause (vi) of Paragraph 4 of the Order are not applicable to the Company.

vii) The Company is having an internal audit system, which in our opinion is commensurate with the size of the Company 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 for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed cost records have been made and maintained. We have however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

ix) a) In our opinion and according to the information and explanations given to us, the Company is generally regular in depositing with the appropriate authorities, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed amount payable in respect of the aforesaid dues were outstanding as at March 31, 2012 for a period of more than six months from the date of becoming payable.

b) According to the information and explanations given to us, there are no dues of Wealth Tax and Cess which have not been deposited with the appropriate authorities on account of any dispute. The disputed Statutory dues of Income tax, Excise Duty, Service tax and Sales tax that have not been deposited on account of dispute, the particulars of which and the forum where the dispute is pending are given below:-

Name of the Statute Nature of the Amount Dues (Rs. in Lacs)

Central excise act, Excise Duty 19.51 1944

Central excise act, Excise Duty 1.05 1944

Central excise act, Excise Duty 81.90

1944 Penalty 83.48

Central excise act, Penalty 6.97 1944

Central excise act, Excise Duty 7.62 1944

Central excise act, Excise Duty 5.05

1944 Penalty 5.05

Finance act, 1994 Service Tax 19.22 Penalty 19.22

Income tax act, 1961 Income Tax 1,896.34

2,089.80

Central sales tax act Value Added 138.28 & sales tax acts of Tax, Central

Various states and entry sales tax and tax act, 1976 Entry tax

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

Central excise act, 1989 High Court 1944 Central excise act, 1995 High Court 1944

Central excise act, Dec-2004, 2007-08 Customs Excise & Service Tax 1944 and 2008-09 Appellate Tribunal

Central excise act, 2006-07 Customs Excise & 1944 Service Tax Appellate Tribunal

Central excise act, 1990 Commissioner 1944 (Appeals)

Central excise act, 2007-08 to Commissioner (Appeals) 1944 2009-10

Finance act, 1994 2006-07 to Commissioner (Appeals) 2007-08

Income tax act, 1961 A.Y. 2008-09 CIT (Appeals)

A.Y. 2009-10

Central sales tax act 1992-93 Appellate & sales tax acts of Authorities upto Various states and entry to 2007-08 Commissioner's level tax act, 197

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

xi) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institutions, banks and debenture holders.

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

xiii) In our opinion and on the basis of information and explanation given to us the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly the provisions of Paragraph 4 Clause (xiii) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

xiv) In our Opinion the Company is not dealing or trading in shares, securities, debentures, mutual funds and other investments. Accordingly the provision of Paragraph 4 Clause (xiv) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

xv) According to the information and explanations given to us, the Company has given corporate guarantees for loans taken by others from banks/ financial institutions, the terms and conditions of which in our opinion is not prima facie prejudicial to the interest of the Company.

xvi) On the basis of information and explanation given to us, the term loans have been applied for the purpose for which the loans were obtained except the funds deployed temporarily elsewhere.

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

xviii) The Company has not made any preferential allotment of shares during the year to any of the parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

xix) According to the information given to us the required security or charge has been created in respect of debentures issued by the Company.

xx) The Company has not raised any money by way of public issue during the year.

xxi) In our opinion and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year. For M. M. Jain & Associates

Chartered Accountants

(FRN 112538W)

(MANISH JAIN)

Place : Raipur Partner

Dated : May 26, 2012 Membership No. 118548


Mar 31, 2011

We have audited the attached balance sheet of Sarda Energy & Minerals Limited as at March 31, 2011, the Profit and Loss Account and 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 fnancial statements based on our audit.

1. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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 the 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 (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 matter specified in paragraphs 4 and 5 of the said order.

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

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

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

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

(iv) In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report are in compliance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

(v) On the basis of written representations received from the Directors 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;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant accounting policies and notes appearing thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of the affairs of the Company, as at March 31, 2011;

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

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

Annexure referred to in paragraph 2 of our report of even date

On the basis of such checks as we considered appropriate and in terms of information & explanations given to us we state that: -

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

(b) All the major assets except certain low value items of Furniture, Fixtures and Office Equipments have been physically verified by the management at reasonable intervals. As informed, no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off are not substantial so as to affect its going concern status.

(ii) (a) As informed, inventories have been physically verified at reasonable intervals by the management.

(b) 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 has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records. However, the deficiencies noticed on physical verification have been properly dealt with in the books of account.

(iii) (a) The Company has granted unsecured loan to seven companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs 23607.49 lacs and the year end balance of loans granted to such companies was Rs 11743.50 lacs.

(b) In our opinion, the rate of interest charged and other terms and conditions of loans given by the Company are prima facie not prejudicial to the interest of the Company.

(c) The principal amounts are repayable on demand and there is no repayment schedule. The interest is payable on demand.

(d) In respect of the said loan, the same are repayable on demand and therefore question of overdue amounts does not arise. In respect of interest, there are no overdue amounts.

(e) The Company has not taken any loan secured or unsecured from any of the companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly the provisions of sub clause (f) and (g) of clause 4 (iii) of the Companies (Auditor's Report) Order, 2003, (as amended) are not applicable to the Company.

(iv) In our opinion and according to the information & explanations given to us, there is adequate internal control system commensurate with the size of the Company and nature of its business for the 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.

(v) (a) In our opinion and according to the information & explanations given to us, the transactions that need to be entered into a register in pursuance of section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information & explanations given to us, the transactions made in pursuance of contracts/arrangements covered in the register(s) maintained u/s 301 of the Companies Act 1956 and exceeding the value of Rupees Five Lac in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

(vii) The Company is having an internal audit system, which is commensurate with the size of the Company and nature of its business.

(viii) We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained by the Company pursuant to the Rules made by the Central Govt. for the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) In our opinion and according to the information and explanations given to us, the Company is generally regular in depositing with the appropriate authorities, undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed amount payable in respect of the aforesaid dues were outstanding as at March 31, 2011 for a period of more than six months from the date of becoming payable.

(b) According to the information and explanation given to us dues of Income tax, Excise Duty, Service tax and Sales tax have not been deposited on account of dispute, the particulars of which and the forum where the dispute is pending are given below :-

Name of the Nature of the Dues Amount not Period to which it Forum where dispute Statute deposited relates is pending (Rs. in lacs)

Central Excise Excise Duty 19.51 1989 High Court Act

Central Excise Excise Duty 1.05 1995 High Court Act

Central Excise Excise Duty 7.62 1990 Commissioner Appeals Act

Central Excise Excise Duty 5.19 2007-08 to Commissioner Appeals Act Penalty 5.09 2009-10 Commissioner Appeals

Central Excise Excise Duty 86.90 2007-08 to CESTAT

Act Penalty 83.48 2008-09

Central Excise Penalty 6.97 2006-07 CESTAT Act

Income Tax Act Income Tax 1896.34 AY 2008-09 CIT (Appeals), Nagpur

Value Added Value Added Tax, 44.10 1992-93 to Appellate Authority up Tax, Central Central Sales Tax 2006-07 to Commissioner's Sales Tax & and Entry Tax. level Entry Tax Act

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

(xi) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institutions, banks and debenture 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 and on the basis of information and explanation given to us the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly the provisions of clause 4 (xiii) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

(xiv) In our Opinion the Company is not dealing or trading in shares, securities, debentures, mutual funds and other investments. Accordingly the provision of clause 4 (xiv) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has given corporate guarantee for loans taken by a joint venture Company from banks/financial institutions, the terms and conditions of which in our opinion is not prima facie prejudicial to the interest of the Company.

(xvi) On the basis of information and explanation given to us, the term loans have been applied for the purpose for which the loans were obtained except the funds deployed temporarily else where.

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

(xviii) The Company has not made any preferential allotment of shares during the year to any of the parties or companies covered in the register maintained u/s 301 of the Companies Act,1956.

(xix) According to the information given to us the required security or charge has been created in respect of debentures issued by the Company.

(xx) The Company has not raised any money by way of public issue during the year.

(xxi) In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For, M. M. JAIN & ASSOCIATES

Chartered Accountants

(FRN 112538W)

Place: Raipur MANISH JAIN

Dated: May 21, 2011 (Partner)

Membership No. 118548










Mar 31, 2010

We have audited the attached balance sheet of Sarda Energy & Minerals Limited as at 31st March, 2010, the Profit and Loss Account and cash flow statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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 the 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 (Auditors Report) Order,2003 (as amended) issued by the 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 matter specified in paragraphs 4 and 5 of the said order.

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

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

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

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

(iv) In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the Accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

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

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the signifcant accounting policies and notes appearing thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of the affairs of the Company, as at 31st March, 2010.

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

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

Annexure to Auditors Report Annexure referred to in paragraph 2 of our report of even date On the basis of such checks as we considered appropriate and in terms of information & explanations given to us we state that: -

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

(b) All the major assets except certain low value items of Furniture, Fixtures and Office Equipments have been physically verified by the Management at reasonable intervals. As informed, no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off are not substantial so as to affect its going concern status.

(ii) (a) As informed, inventories have been physically verified at reasonable intervals by the management.

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

(iii) (a) The company has granted unsecured loan to five companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 15751.59 lacs and the year end balance of loans granted to such companies was Rs. 3273.43 lacs.

(b) In our opinion, the rate of interest wherever charged and other terms and conditions of loans given by the company are prima facie not prejudicial to the interest of the company.

(c) As per information and explanation given to us the repayment of principal and interest amount are regular.

(d) There is no overdue amount of loan advanced to the companies covered in the register maintained under section 301 of the Companies Act , 1956

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

(iv) In our opinion and according to the information & explanations given to us, there is adequate internal control system commensurate with the size of the company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. There is no major weakness in internal control system requiring correction. (v) (a) According to the information & explanations given to us, the transactions that need to be entered into a register in pursuance of section 301 of the companies Act, 1956 have been so entered. (b) In our opinion and according to the information & explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lac in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time. (vi) The company has not accepted any deposits from the public.

(vii) The company is having an internal audit system, which is commensurate with the size of the company and nature of its business.

(viii) We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained by the company pursuant to the Rules made by the Central Govt. for the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 and We are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations given to us, the company is generally regular in depositing with the appropriate authorities, undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, Service tax, custom duty, excise duty, cess and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed amount payable were in arrears as at 31st March 2010, for a period of more than six months from the date they become payable.

(b) According to the information and explanation given to us dues of Income tax, Excise Duty, Service tax and Sales tax have not been deposited on account of dispute, the particulars of which and the forum where the dispute is pending are given below :-



Name of the Nature of the Dues Amount not Period to which it Forum where dispute is Statute deposited relates pending

(Rs. in Lacs) Central Excise Excise Duty 19.51 1989 High Court

Act Excise Duty 1.06 1995 High Court

Excise Duty 7.62 1990 Commissioner Appeals

Excise Duty 17.84 2004-05 to 2006-07 Commissioner Appeals

Penalty 18.68 2004-05 to 2006-07 Commissioner Appeals

Excise Duty 501.40 2006-07 to 2007-08 Commissioner Appeals

Penalty 486.80 2006-07 to 2007-08 Commissioner Appeals

Central Excise Excise Duty 63.42 2001 to 2003 CESTAT, Delhi

Act

Central Excise Excise Duty 41.24 2004-05 to 2005-06 CESTAT

Act Penalty 10.00

Central Excise Excise Duty 165.31 2006-07 to 2007-08 CESTAT

Act Penalty 165.31

Central Excise Excise Duty 123.68 2005-06 to 2006-07 CESTAT

Act Penalty 123.68

Central Excise Penalty 6.97 2006-07 CESTAT

Act

Income Tax Act Income Tax 433.15 A Y 2007- 08 CIT (Appea- ls), Nagpur

Sales Tax & Sales tax (including 50.02 1992-93 to 2005-06 Appellate Authority -

Entry Tax Act Local and Central upto Commissioners

sales tax) and Entry level

tax.



(x) The company does not have any accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year 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 institutions or banks or debenture 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) On the basis of information and explanation given to us the company is not a chit fund or a nidhi /mutual benefit fund / society. Accordingly the provision of clause 4 (xiii) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the company.

(xiv) In our Opinion the company is not dealing or trading in shares, securities,debentures, mutual funds and other investments. Accordingly the provision of clause 4 (xiv) of the Companies (Auditors Report) Order,2003 (as amended) are not applicable to the company.

(xv) According to the information and explanations given to us, the company has given corporate guarantee for loans taken by a joint venture company from banks / financial institutions, the terms and conditions of which in our opinion is not prima facie prejudicial to the interest of the company. (xvi) On the basis of information and explanation given to us, the term loans have been applied for the purpose for which the loans were obtained except the funds deployed temporarily else where.

(xvii) According to the information and explanations given to us and on an overall examination of balance sheet of the company, we report that funds raised on short-term basis have not been used for long-term investment.

(xviii) The company has not made any preferential allotment of shares during the year to any of the parties or companies covered in the register maintained u / s 301 of the Companies Act,1956

(xix) According to the information given to us the required security or charge has been created in respect of debentures issued by the company.

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

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



For, M M JAIN & ASSOCIATE

Chartered Accountants (Registration No: 113528W)

M M Jain

(Partner) Membership No. 5727

Place: Nagpur Dated: 11th May 2010

 
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